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Auditor Report of Sanwaria Consumer Ltd.

Mar 31, 2023

SANWARIA CONSUMER LIMITED_

Report on the Audit of the standalone financial statements

Opinion

1. We have audited the accompanying standalone financial statements of Sanwaria Consumer Limited (the âCompany"), which comprise the Balance Sheet as at 31^stMarch 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Qualified opinion

2. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the âAct") in the manner so required and give a true and fair view subject to observations given in Schedule "A" in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (âInd AS") specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2023, and its Loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified opinion

The Company has shown all expenses and Income on the accrual basis which were related to current financial year as it was shown in the policy of company that the Company follows accrual basis of accounting, but in the following cases it has followed cash basis of accounting, hence loss has been reduced by Rs. 167.01 Lacs

Sr. No.	Particulars	Amount (in Lacs)
1	Advertising and Publicity	0.25

2	Professional Expenses	40.26
3	Security Expenses	94.68
4	Salary Exp.	30.32
5	Audit Fee	1.50

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 (âICAI") together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act 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

i. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

ii. One creditor Mr. Kishor Ramniklal unadikat, sole proprietor of M\s Shakti Clearing Agency has filed company petition under section 9 of The Insolvency and Bankruptcy Code, 2016 read with the rule 6 of The Insolvency and Bankruptcy Rules, 2016 to initiate Corporate Insolvency Resolution process against the Company before the NCLT and the said application has been admitted by the Authority wide no. (MP) CP (IB) No. 7 / 9 / NCLT / AHM / 2019 at 29th of May 2020 and NCLT has appointed Mr. Rajiv Goyal as Insolvency Resolution Professional (IRP). The CoC approved the replacement of IRP with 100% voting and IA No. 111 of 2020 is allowed as prayed by the Applicant. With the Order of National Law Company tribunal (NCLT), no. (MP) CP (IB) 7 of 2019 with IA 111 of 2020, Dated 04 September 2020, and The Court give order to Mr. Rajiv Goyal, IRP to handed over the documents/papers & give charge to Mr. Gautam Mittal, as Resolution Professional.

iii. RP had invited expression of interest from interested parties for revival of the Company. Five eligible EOI''s were received after-which Resolution Plans were invited. The Resolution Plans received from these PRAs were discussed and put on vote before the COC for approval. None of the Resolution Plans were approved by the members of the COC. While rejecting the Resolution Plans, the COC further decided to Liquidate the Company for the initiation of Liquidation Process of the Company has been filed with hon''ble NCLT.

Information other than the Financial Statement and Auditor''s Report thereon

iv. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the financial statements and our auditor''s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If based on the work we have performed we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the standalone financial statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view subject to observations given in Schedule "A" of the state of affairs (financial position) profit or loss (financial performance including other comprehensive income) changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Ind AS specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 subject to observations given in Schedule "A" and are free from material misstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing the 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.

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

Auditor''s Responsibilities 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 is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if individually or in the 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 Standards on Auditing we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks 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 Act we are also responsible for explaining 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 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 timing 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 relationships 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 the 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 consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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

Report on other Legal and Regulatory Requirements

As required by Section 197(16) of the Act we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act.

As required by the Companies (Auditor''s Report) Order 2016 (the ''Order'') issued by the Central Government of India in terms of Section 143(11) of the Act we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

Further to our comments in Annexure B as required by Section 143(3) of the Act we report that:

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;

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;

the standalone financial statements dealt with by this report are in agreement with the books of account;

in our opinion the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

on the basis of the written representations received from the directors and taken on record by the Board of Directors none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act;

we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31^st March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report as per Annexure C expressed an unmodified opinion;

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 (as amended) in our opinion and to the best of our information and according to the explanations given to us:

the Company has disclosed the impact of pending litigations on its financial position in the standalone financial statements;

the Company has made provision as required under the applicable law or Ind AS for material foreseeable losses if any on long-term contracts including derivative contracts;

there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2023;

Date: 24/05/2023 For PRAMOD K SHARMA & CO.

Place: Bhopal Chartered Accountants

CA PRAMOD SHARMA

Partner

M. No.: 076883; FRN: 007857C UDIN: 23076883BGTNCQ3992

Mar 31, 2018

1. Report on the standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Sanwaria Consumer Limited ("the Company") which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as "standalone Ind AS financial statements")

2. 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 standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant rules issued there under.

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.

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures appropriate in the circumstances. 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 standalone Ind AS financial statements.

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

4. Basis of Qualified Opinion :

As explained in note no 37, the Company has provided the liability towards Employee''s Gratuity on estimated basis as on 31st March 2018 instead of based on valuation determined by the Actuarial as required under IND-AS 19- "Employee Benefits". In the absence of Actuarial Report, the impact of the same is not ascertainable on the Statement of Profit and Loss for the year and Balance Sheet as on 31st March 2018.

5. Qualified Opinion :

In our opinion and to the best of our information and according to the explanations given to us, except for the effect of matter described in the "Basis of Qualified Opinion" paragraph above, the aforesaid standalone Ind AS 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 including the standalone Ind AS, of the financial position of Company as at March 31, 2018, and its financial performance including other comprehensive income, its cash flows and changes in equity for the year ended on that date.

6. Report on Other Legal and Regulatory Requirements

(a) As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of of section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

i. 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.

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.

iii. The Balance Sheet, Statement of Profit and Loss, the statement of Cash Flow and statement of changes in equity dealt with by this report are in agreement with the books of account.

iv. In our opinion, the aforesaid standalone Ind AS financial statement comply with the Accounting Standards specified under section 133 of the Act, read with relevant rules issued there under except for the effect of matter described in the "Basis of Qualified Opinion" paragraph above.

v. On the basis of written representations received from the directors as on March 31, 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

vi. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

vii. 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 knowledge and belief and according to the information and explanations given to us:

a) The company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 31 to the financial statements.

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

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018.

7. Other Matter

The comparative financial information of the company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 01, 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies ( Accounting Standards) Rules, 2006, on which we have express an unmodified opinion on those financial statements, as adjusted for the difference in the accounting principal adopted by the company on transition to the Ind AS, which have been audited by us.

(The Annexure referred to in Independent Auditor''s Report to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March 2018, we report that:

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

(b) As explained to us, all the fixed assets are physically verified by the management a Phased periodical manner, which in our opinion, is reasonable having regards to size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

(c) As per information and explanation provided to us, the title deeds of immovable properties recorded as fixed assets in the books of account of the company are held in the name of the company.

(ii) (a) According to the information and explanations provided to us, the inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

(iii) The Company has granted loans, secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. As per information & Explanation provided to us, terms & conditions for loan given are not prejudicial to the interest of company. The Interest & Principal payment are regular as per the terms & condition of the loan given.

(iv) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions Section 185 and 186 of the Companies Act 2013, in respect of grants of loans, making investment and providing guarantees and securities as applicable.

(v) According to the information and explanations provided to us, the Company has not accepted any deposits from the public. Therefore, the provisions of clause (v) of paragraph 3 of the order is not applicable to the company.

(vi) The maintenance of cost record has been prescribed by the Central Government under section 148(1) of the companies Act, 2013 in respect of specified products of the company. For such products we have broadly reviewed the cost the records maintained by the company pursuant to the Companies (Cost Records and Audit) Rules, 2014 as amended and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however not made a detailed examination of the cost with a view to determine whether they are accurate or complete.

(vii) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues of including, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Goods and Service Tax, Cess and any other statutory dues with the appropriate authorities though there has been slight delay in few cases.

(b) However, according to the information and explanations given to us, following un-disputed liabilities of Income Tax and disputed liability of various statutory dues as at 31st March, 2018, are not deposited, the details are as follows:

Name of the statute	Amount ( In Lacs )	Period to which the amount relates	Type Disput-ed/ Undisputed	Forum where dispute is pending	Status
Income Tax Act	1507.46	2017-18	Advance Tax
Income Tax Act	1416.53	2014-15 to 2016-17	Income Tax
Income Tax Act	2932.84	Various Years	Disputed	CIT (A)	Demand stayed by department
Central Sale Tax Act	52.60	Various Years	Disputed	Commercial Tax Tribunal	Demand stayed by high court, Demand pending for grant of exemption and their effect
Madhya Pradesh Entry Tax Act	909.59	Various Years	Disputed	Commercial Tax Tribunal, Commissioner Appeal and Appeal with High Court	Demand stayed by high court, Demand pending for grant of exemption and their effect
Madhya Pradesh VAT Act	2239.29	Various Years	Disputed	Commercial Tax Tribunal, Commissioner Appeal and Appeal with High Court	Demand stayed by high court, Demand pending for grant of exemption and their effect

(viii) Based on our audit procedure and on the basis of information and explanations given to us by the management, we are of the opinion that the Company has not made any delayed in repayment of dues and interest to bank or financial institution during the year.

(ix) The company has not raised money during the year by way of initial public offer or further public offer (including debt instruments). Based on our audit procedures and as per the information and explanations given to us by the management, the short term loans taken during the year by the Company have been applied for the purpose for which they were obtained

(x) As per the information and explanations given to us by the management, we report that we have neither come across any instances of fraud by the company or on the company by its officers or employees, noticed or reported during the year nor have we been informed of any such case by the management.

(xi) Based on our audit procedures and as per the information and explanations given to us by the management, the Company has paid/ provided managerial remuneration in accordance with the requisite approval mandated by the provision of 197 read with Schedule V to the Companies Act 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of paragraph 3 of the order is not applicable.

(xiii) In our opinion and according to the information and explanation given to us the Company''s transitions with its related party are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and details of related parties transaction have been disclosed in the standalone Ind AS financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of share or fully or partly convertible debentures and hence reporting under clause (xiv) of paragraph 3 of the order is not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us, during the year the company has not entered into any non-cash transactions during with the directors or persons connected with them and hence reporting under clause (xv) of paragraph 3 of the Order is not applicable to the company.

(xvi) In our opinion and according to Information and explanations provided to us, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.

1. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Sanwaria Consumer Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

2. Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

3. Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

4. Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

5. Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

6. Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Khandelwal Kakani & Co.

Chartered Accountants

ICAI Firm Registration No. 001311C

CA. Santosh Deshmukh

Partner

Membership No. 071011 30th May 2018

Mar 31, 2017

INDEPENDENT AUDITORSâ REPORT

To,

The Members Sanwaria Agro Oils Limited

1. We have audited the accompanying standalone financial statements of Sanwaria Agro Oils Limited (''the Company'') which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the period then ended, and the Notes to Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

2. MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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.

3. AUDITORS'' RESPONSIBILITY

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to error or fraud. 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. An audit also includes evaluating the appropriateness of accounting policies used and 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.

4. 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, of the state of affairs of the Company as at 31 March 2017, and its profit and its cash flows for the period ended on that date.

5. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

(a) As required by the Companies (Auditors'' 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" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

(b) As required under provisions of section 143(3) of the Act, 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 purpose of our audit;

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts;

iv. 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 Act, as applicable.

v. On the basis of written representations received from the directors, as on 31st March, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, from being appointed as a director in terms of Section 164 (2) of the Act.

Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial control over financial reporting.

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

- The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 23-B-1 to the financial statements.

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

- There has been delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2016. Refer para VII-C of Annexure A.

- The Company has provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November 08, 2016 to December 30, 2016 and these are in accordance with the books of accounts maintained by the Company.

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

(b) The fixed assets are physically verified during the year by the management in accordance with a regular programme of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties recorded as fixed assets in the books of account of the Company are held in the name of the Company.

(iii) The Company has granted loans, secured or unsecured to Companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 (''''The Act''''). As per information and explanation provided to us, terms and conditions for loan given are not prejudicial to the interest of the Company. The Interest and Principal payment are regular as per the terms and conditions of the loan given.

(iv) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of Section 185 and Section 186 of the Companies Act, 2013 in respect of loans, making investments and providing guarantees and securities as applicable.

(v) As per the information and explanations provided to us, the Company has not accepted any deposits from the public

(vi) The maintenance of cost records has been prescribed by the Central Government under section 148 (1) of the Companies Act, 2013 in respect of specified products of the Company. For such products we have broadly review the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit Rules), 2014 as amended and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have however not made a detailed examination of the cost 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 books of accounts, and records, the Company has been generally regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added tax, Cess and any other material statutory dues as applicable with the appropriate authorities, though there has been a slight delay in a few cases.

According to the information and explanations given to us, following disputed and un-disputed liability towards income tax & sales tax as at March 31, 2017 are as follows:

Name of statute	/Amount (In Lakhs)	Period to which amount related	Disputed/ undisputed	Forum where pending	Status
Income Tax Act, 1961	25.49	2003-2004	Disputed	Income Tax Commissioner Appeal	Demand stayed By Department.
	13.31	2006-2007
	31.98	2007-2008
	843.10	2010-2011
	327.69	2011-2012
Central Sales Tax Act, 1956	0.72	2008-2009	Disputed	Commercial Tax Tribunal	Demand stayed By High Court, demand pending for grant of exemption & their effect
	1.77	2011-2012
	24.89	2014-15
Entry Tax Act, 1976	15.49	2014-2015	Disputed	Commissioner Appeal	Demand stayed By High Court, demand pending for grant of exemption & their effect
	10.79	2006-2007		Appeal with High Court
	9.25	2005-06		Commercial Tax Tribunal
	19.27	2007-2008
	11.67	2008-2009
	292.17	2009-2010
	281.02	2010-2011
	96.08	2011-12
	8.47	2014-15
M.P. VAT Act, 2002	0.51	2006-2007	Disputed	Commercial Tax Tribunal	Demand stayed By High Court, demand pending for grant of exemption & their effect
	1.27	2006-2007		Appeal with High Court
	0.44	2007-2008		Commercial Tax Tribunal
	102.55	2008-2009
	210.27	2011-2012
	58.66	2014-2015

(c)According to the information and explanations given to us, the amounts which were required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956(1 of 1956) and rules made there under has been transferred to such fund within time.

Name of Statute

Nature of dues

Amount

Period to which to amount related

Investor Education & Protection Fund.

Unclaimed

Dividend

9,78,054

2003-04, 2004-05, 2005-06 & 2006-07

(viii) Based on our audit procedure and on the basis of information and explanations given to us by the management, generally the Company is regular In the repayment of loans or borrowings to financial institutions, bank or Government.

(ix) The Company has not raised money during the year by way of initial public offer or further public offer (including debt instruments). Based on our audit procedures, and as per the information and explanations given to us by the management, the term loans taken by the Company have been applied for the purpose for which they were obtained.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management, we report that we have neither come across any instances of fraud by the company or on the company by its officers or employees, noticed or reported during the year nor have we been informed of any such case by the management.

(xi) Based on our audit procedures and as per the information and explanations given to us by the management, no managerial remuneration has been paid or provided in the book of accounts.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable.

(xiii) In our opinion and according to the information and explanation given to us the company is in compliance with section 177 and 188 of the Companies Act, 2013 where applicable for all transaction with the related parties and the details of related party transaction have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) During the year the company has made any preferential allotment to directors, relatives & Associate entities of Rs. 2,00,00,000 (two crore Equity Shares) of face value of Rs. 1.00 each at share premium of Rs. 24.00.On the basis of information and explanation provided to us the Company has complied with the requirements of section 42 & 62 of the Company''s Act, 2013 to the extent applicable.

(xv) In our opinion and according to the information and explanation given to us, during the year the company has not entered into any non-cash transactions during with the directors or persons connected with them and hence provisions of Section 192 of the companies Act, 2013 are not applicable.

(xvi) The company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.

1. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Sanwaria Agro Oils Limited ("the Company") as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

2. Management''s Responsibility for Internal Financial Controls

3. Auditors'' Responsibility

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

4. Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

5. Inherent Limitations of Internal Financial Controls over Financial Reporting

6. Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Sunil Saraf & Associates

Chartered Accountants

ICAI Firm Registration No. 015021C

Sd/-

Kapil Binakiya

Partner

Membership No. 410051

30^th May, 2017

Bhopal

Mar 31, 2016

To,

The Members

Sanwaria Agro Oils Limited

Bhopal.

1. We have audited the accompanying standalone financial statements of Sanwaria Agro Oils Limited (''the Company'') which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the period then ended, and the Notes to Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

2. 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.

3. AUDITORS'' RESPONSIBILITY

An audit also includes evaluating the appropriateness of accounting policies used and 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.

4. 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, of the state of affairs of the Company as at 31 March 2016, and its profit and its cash flows for the period ended on that date.

5. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

(a) As required by the Companies (Auditors'' 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" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required under provisions of section 143(3) of the Act, 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 purpose of our audit;

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts;

iv. 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 Act, as applicable.

v. On the basis of written representations received from the directors, as on 31st March, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of Section 164 (2) of the Act.

vi. With respect to the adequacy of the Internal Financial Controls over the financial reporting of the Company and the operative effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial control over financial reporting.

- The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 22-B-1 to the financial statements.

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

(As referred to in paragraph 5(a) of our "Report on Other Legal and Regulatory Requirements" section of our report of even date)

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

(c) The title deeds of immovable properties recorded as fixed assets in the books of account of the Company are held in the name of the Company.

(v) As per the information and explanations provided to us, the Company has not accepted any deposits from the public.

According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable except the following:

Name of the	Financial Year	As per Return	As per Return Tax	Balance Payable
Statute		Liability	Paid
Income Tax Act, 1961	2012-13	5,02,08,068	3,57,97,291	1,44,10,780

(b) According to the information and explanations given to us, the dues as at March 31, 2016 of income tax and Sales tax which have not been deposited on account of any dispute are as follows:

Name of the statute	Amount (In Lakhs)	Period to which amount related	Forum where pending
Income Tax Act, 1961	25.49	2003-2004	Commissioner Income Tax Appeal
Income Tax Act, 1961	52.78	2005-2006	Commissioner Income Tax Appeal
Income Tax Act, 1961	2.87	2006-2007	Commissioner Income Tax Appeal
Income Tax Act, 1961	31.98	2007-2008	Commissioner Income Tax Appeal
Income Tax Act, 1961	843.10	2010-2011	Commissioner Income Tax Appeal
Income Tax Act, 1961	327.69	2011-2012	Commissioner Income Tax Appeal
Central Sales Tax Act, 1956	0.76	2005-2006	Commercial Tax Tribunal
Central Sales Tax Act, 1956	1.77	2011-2012	Commercial Tax Tribunal
Entry Tax Act, 1976	6.48	2005-2006	Commercial Tax Tribunal
Entry Tax Act, 1976	8.09	2006-2007	Appeal with High Court
Entry Tax Act, 1976	19.27	2007-2008	Commercial Tax Tribunal
Entry Tax Act, 1976	11.67	2008-2009	Commercial Tax Tribunal
Entry Tax Act, 1976	292.17	2009-2010	Commercial Tax Tribunal
Entry Tax Act, 1976	281.02	2010-2011	Commercial Tax Tribunal
Entry Tax Act, 1976	96.08	2011-12	Commercial Tax Tribunal
M.P. VAT Act, 1976	0.51	2006-2007	Commercial Tax Tribunal
M.P. VAT Act, 1976	0.96	2006-2007	Appeal with High Court
M.P. VAT Act, 1976	0.44	2007-2008	Commercial Tax Tribunal
M.P. VAT Act, 1976	102.55	2008-2009	Commercial Tax Tribunal
M.P. VAT Act, 1976	210.27	2011-2012	Commercial Tax Tribunal

(d)According to the information and explanations given to us, the amounts which were required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956(1 of 1956) and rules made there under has been transferred to such fund within time.

Name of Statute

Nature of dues

Amount

Period to which to amount related

Investor Education & Protection Fund.

Unclaimed Dividend

Not

Available

2003-04, 2004-05, 2005-06 & 2006-07

(viii) Based on our audit procedure and on the basis of information and explanations given to us by the management, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, bank or Government.

(xi) Based on our audit procedures and as per the information and explanations given to us by the management, no managerial remuneration has been paid or provided in the book of accounts.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable.

(xiv) During the year the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures, however the company has received Share Application Money from Directors, Relative & Associates entities of Rs. 5,000.00 Lacs for preferential allotment of equity shares.

(xv) In our opinion and according to the information and explanation given to us, during the year the company has not entered into any non-cash transactions during with the directors or persons connected with them and hence provisions of Section 192 of the companies Act, 2013 are not applicable.

(xvi) The company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.

For : Sunil Saraf& Associates.

Chartered Accountants

Firm''s Registration Number : 015021C

Sd/-

Kapil Binakiya

(Partner)

Membership Number : 410051

Place: Bhopal

May 30,2016

Mar 31, 2015

1. We have audited the accompanying financial statements of Sanwaria Agro Oils Limited ('the Company') which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the period then ended, and the Notes to Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

2. 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.

3. Auditors' Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to error or fraud. 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 accounting policies used and 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.

4. 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, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows for the period ended on that date.

5. Report on Other Legal and Regulatory Requirements

(a) As required by the Companies (Auditors' 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 paragraphs 3 and 4 of the Order.

(b) As required under provisions of section 143(3) of the Act, 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 purpose of our audit;

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts;

iv. 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 Act read with Rule 7 Company (Accounts) Rules, 2014.

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(As referred to in paragraph 5(a) of our report to the members of Sanwaria Agro Oils Limited on the accounts as at and for the period ended 31st March, 2015)

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

(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies were noticed on such verification.

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

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) As per the information given to us, the Company has granted advances /loans to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 ("The Act").

(b) As per information and explanation provided to us, the receipts against loans /advances are regular.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. Further, on the basis of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) As per the information and explanations provided to us, the Company has not accepted any deposits and therefore provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and rules there under are not applicable to the Company.

(vi) We have broadly reviewed the books of accounts maintained in pursuance to sub section (1) of section 148 of the Act in respect of Crude & Refined vegetable oil and Rice manufactured by the Company and are of the opinion that, prima facie, the prescribed records and accounts have been made and maintained. However, we have not carried out a detailed examination of such records to verify its authenticity and accuracy.

(vii) According to the information and explanations given to us, and the records of the Company examined by us, in our opinion.

(a) The Company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities, though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, there are following dues of income tax/sales tax, have not been deposited by the Company on account of any disputes: -

Amount in Period to Name of the statute Rs which amount Forum where pending related

Income Tax Act 25,49,381 2003-2004 Commissioner Income Tax Appeal

Income Tax Act 47,61,011 2005-2006 Commissioner Income Tax Appeal

Income Tax Act 2,84,200 2006-2007 Commissioner Income Tax Appeal

Income Tax Act 31,98,476 2007-2008 Commissioner Income Tax Appeal

Income Tax Act 480 2008-2009 Commissioner Income Tax Appeal

Income Tax Act 8,83,47,850 2010-2011 Commissioner Income Tax Appeal

Central Sales Tax 72,421 2008-2009 Commercial Tax Act Appellate Tribunal

Commercial Tax 75,787 2005-2006 Commercial Tax Appellate Tribunal

Entry Tax Act 6,47,515 2005-2006 Commercial Tax Appellate Tribunal

Entry Tax Act 8,09,479 2006-2007 Appeal with High Court

Entry Tax Act 19,26,899 2007-2008 Commercial Tax Appellate Tribunal

Entry Tax Act 11,66,811 2008-2009 Commercial Tax Appellate Tribunal

Entry Tax Act 2,92,16,695 2009-2010 Commercial Tax Appellate Tribunal

Entry Tax Act 2,81,02,301 2010-2011 Commercial Tax Appellate Tribunal

M.P. VAT Act 51,245 2006-2007 Commercial Tax Appellate Tribunal

M.P. VAT Act 95,707 2006-2007 Appeal with High Court

M.P. VAT Act 44,012 2007-2008 Commercial Tax Appellate Tribunal

M.P. VAT Act 1,02,55,273 2008-2009 Commercial Tax Appellate Tribunal

M-P- VAT Act 2,70,59,946 2011-2012 Addl. Commissoner CT

Entry Tax Act 1,36,80,982 2011-2012 Addl. Commissoner CT

Central Sales Tax 2,21,185 2011-2012 Addl. Commissoner CT Act

(d) According to the information and explanations given to us, the amounts which were required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956(1 of 1956) and rules made there under has been transferred to such fund within time.

Name of Statute Nature of Amount Period to which to dues amount related

Investor Education Unclaimed Not 2003-04, 2004-05, & Protection Fund. Dividend Available 2005-06 & 2006-07

(viii) The Company does not have any accumulated losses as at 31stMarch, 2015 and it has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

(ix) Based on our audit procedure and on the basis of information and explanations given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or bank during the year.

(x) As per the information given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) According to the records of the Company examined by us and the information and explanations given to us, in our opinion, the term loans taken by the Company have been applied for the purpose for which they were obtained.

(xii) Based upon the audit procedures performed and information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2015.

For : Sunil Saraf& Associates. Chartered Accountants Firm's Registration Number : 015021C

Sd/-

Kapil Binakiya (Partner) Membership Number : 410051 Place: Bhopal Date : 30-May-2015

Mar 31, 2014

1. We have audited the accompanying financial statements of Sanwaria Agro Oils Limited, 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, which we have singed under reference to the report.

Management's Responsibility for the Financial Statements:

2. 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") read with the General Circular 5/2013 dated 15th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of Companies Act 2013. 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

3. 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.

4. 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 entity'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.

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

Opinion

6. 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 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 for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") as further amended by Companies (Auditor's Report) (Amendment) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give a statement on the matter specified in paragraphs 4 and 5 of the Order.

8. As required by section 227(3) of the Act, 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 purpose of our audit;

ii. 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;

iii. 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;

iv. 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 read with the General Circular 5/2013 dated 15th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of Companies Act 2013;

v. 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.

As referred in paragraph 6 of our report to members of Sanwaria Agro Oils Limited on the accounts as at & for the year ended 31st March 2014:-

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

(b) The company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phase 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) According to information and explanations given to us, no substantial part of fixed assets has been disposed off during the year.

(ii) (a) The inventories were physically verified by the management at reasonable intervals during the year.

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

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) The company has granted secured or unsecured loans, to companies, firms or other parties covered in

the register maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs. 8,257.78 Lacs and year end balance of such loan was amounted to Rs. 5,627.24 Lacs.

(b) In our opinion, the rate of interest and other terms and conditions of loans granted by the company, unsecured, were not prima facie prejudicial to the interest of the company;

(c) Receipt of the principal amount and interest are also regular;

(d) None of the loan is overdue.

(e) The company has taken secured or unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year and year end balance of such loan was amounted to Rs. 3,736.71 Lacs.

(f) In our opinion, the rate of interest and other terms and conditions of loans taken by the company, unsecured, are prima facie not prejudicial to the interest of the company;

(g) Payment of the principal amount and interest are also regular;

(iv) In our opinion and according to information given to us, there is an adequate internal control procedure 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. Further, on the basis of our examination of books of accounts and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have been informed of any instance of continuing failure to correct major weaknesses in aforesaid internal control procedures.

(v) (a) To the best of our knowledge and belief and according to information and explanation given to us,

transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

(b) These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) In our opinion and according to the information and explanations given to us, company has not accepted any deposits from the public. As the company has not accepted any deposit from the public paragraph (vi) of the Order, is not applicable.

(vii) In our opinion, the company has adequate internal audit system commensurate with its size and nature of its business;

(viii) We have broadly reviewed the books of accounts maintained by the company in pursuance to section 209(1)(d) of the Companies Act, 1956 in respect of Crude & Refined oils and are of the opinion that, prima facie, the prescribed records and accounts have been maintained.

(ix) ((a) According to the records of the Company and the information and explanations given to us, we have to state that,

i. Undisputed statutory dues in respect of Provident Fund, Employees State Insurance, Sales tax, customs duty, excise duty and cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to information and explanation given to us and records of the company examined by us, the particulars of Income Tax/Sales Tax dues as at 31st March, 2014, which have not deposited on account of dispute, details are as follows:

Amount in Period to which Name of the statute Rs. amount related

Income Tax Act 819,272 2002-2003

Income Tax Act 2,549,381 2003-2004

Income Tax Act 4,761,011 2005-2006

Income Tax Act 1,331,100 2006-2007

Income Tax Act 3,198,476 2007-2008

Income Tax Act 480 2008-2009

Central Sales Tax Act 72,421 2008-2009

Commercial Tax 75,787 2005-2006

Entry Tax Act 647,515 2005-2006

Entry Tax Act 809,479 2006-2007

Entry Tax Act 1,926,899 2007-2008

Entry Tax Act 1,166,811 2008-2009

Entry Tax Act 29,216,695 2009-2010

Entry Tax Act 32,977,721 2010-2011

M.P. VAT Act 51,245 2006-2007

M.P. VAT Act 95,707 2006-2007

M.P. VAT Act 44,012 2007-2008

M.P. VAT Act 10,255,273 2008-2009

Name of the statute Forum where pending

Income Tax Act Pending at CIT

Income Tax Act Pending at CIT

Income Tax Act Commissioner Income Tax Appeal

Income Tax Act Commissioner Income Tax Appeal

Income Tax Act Commissioner Income Tax Appeal

Income Tax Act Commissioner Income Tax Appeal

Central Sales Tax Act Commercial Tax Appellate Tribunal

Commercial Tax Commercial Tax Appellate Tribunal

Entry Tax Act Commercial Tax Appellate Tribunal

Entry Tax Act Appeal with High Court

Entry Tax Act Commercial Tax Appellate Tribunal

Entry Tax Act Additional Commissioner

Entry Tax Act Commercial Tax Appellate Tribunal

Entry Tax Act Commercial Tax Appellate Tribunal

M.P. VAT Act Commercial Tax Appellate Tribunal

M.P. VAT Act Appeal with High Court

M.P. VAT Act Commercial Tax Appellate Tribunal

M.P. VAT Act Commercial Tax Appellate Tribunal

(xi) In our opinion and according to information given to us, the company has not defaulted in repayment of dues to bank.

(xii) Based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statue as specified under paragraph (xiii) of the Order are not applicable to the company.

(xiv) Based on our information and explanations given to us, the company has maintained proper records of the transactions of Investments and entry has been made timely therein. The company, in its own name, has held investments.

(xv) According to information and explanations given to us, the terms and conditions for guarantee given for loans/ guarantee taken by others from bank are not prejudicial to the interest of the company.

(xvi) The term loans are applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on the basis of overall examination of the balance sheet and cash flow statement of the company, there are no funds raised on a short-term basis, which have been used for long-term investment.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act, during the year.

(xix) The company has not issued debentures. As the company did not have any outstanding debentures during the year, paragraph (xix) of the Order, is not applicable.

(xx) The company has not raised any money by way of public issue during the year.

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

For : Sunil Saraf & Associates. Chartered Accountants Firm's Registration Number : 015021C

Kapil Binakiya (Partner) Membership Number : 410051

Place: Bhopal Date : 30-May-2014

Mar 31, 2013

1. We have audited the accompanying financial statements of Sanwaria Agro Oils Limited, 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.

2. 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.

3. 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.

4. 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 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.

5. Report on Other Legal and Regulatory Requirements

a. 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.

b. As required by section 227(3) of the Act, 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 purpose of our audit;

ii. 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;

iii. 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;

iv. 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;

v. 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 ofthe Companies Act, 1956.

vi. 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.

ANNEXURE TO THE AUDITOR''S REPORT

As referred in paragraph 5 (a) of our report to members of Sanwaria Agro Oils Limited on the accounts as at & for the year ended 31st March 2013:-

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

(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) According to information and explanations given to us, no substantial part of fixed assets has been disposed off during the year.

(ii) (a) The inventories were physically verified by the management at reasonable intervals during the year.

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

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) The company has granted secured or unsecured loans, to 3 companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions of loans granted by the company, unsecured, are prima facie not prejudicial to the interest of the company;

(c) Receipt of the principal amount and interest are also regular;

(d) None of the loan is overdue.

(e) The company has taken any secured or unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) In our opinion, the rate of interest and other terms and conditions of loans taken by the company, unsecured, are prima facie not prejudicial to the interest of the company;

(g) Payment of the principal amount and interest are also regular;

(iv) In our opinion and according to information given to us, there is an adequate internal control procedure 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. Further, on the basis of our examination of books of accounts and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have been informed of any instance of continuing failure to correct major weaknesses in aforesaid internal control procedures.

(v) (a) To the best of our knowledge and belief and according to information and explanation given to us, transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

(b) These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) In our opinion and according to the information and explanations given to us, company has not accepted any deposits from the public. As the company has not accepted any deposit from the public paragraph (vi) of the Order, is not applicable.

(vii) In our opinion, the company has adequate internal audit system commensurate with its size and nature of its business;

(viii) We have broadly reviewed the books of accounts maintained by the company in pursuance to section 209(1)(d) of the Companies Act, 1956 in respect of Crude & Refined oils and are of the opinion that, prima facie, the prescribed records and accounts have been maintained.

(ix) (a) According to the records of the Company and the information and explanations given to us, we have to state that, Undisputed statutory dues in respect of Provident Fund, Employees State Insurance, Sales tax, customs duty, excise duty and cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to information and explanation given to us and records of the company examined by us, the particulars of Income Tax/Sales Tax dues as at 31st March, 2013, which are on account of dispute, details are as follows:

Name of the Amount in Rs. Period to which the Forum where pending statute CARO amount related

Income Tax 54,61,011 2005-2006 Commissioner Income Tax Appeal

Income Tax 47,84,662 2007-2008 Commissioner Income Tax Appeal

Income Tax 8,00,480 2008-2009 Commissioner Income Tax Appeal

Commercial Tax 75,787 2005-2006 Commercial Tax Appellate Tribunal

Entry Tax 9,24,759 2005-2006 Commercial Tax Appellate Tribunal

Entry Tax 8,09,479 2006-2007 Appeal with High Court

M.P. VAT Act 51,245 2006-2007 Commercial Tax Appellate Tribunal

M.P VAT Act 95,707 2006-2007 Appeal with High Court

M.P. VAT Act 44,012 2007-2008 Commercial Tax Appellate Tribunal

Entry Tax Act 19,26,899 2007-2008 Commercial Tax Appellate Tribunal

Entry Tax Act 11,66,811 2008-2009 Additional Commissioner

Central Sales Tax 72,421 2008-2009 Commercial Tax Appellate Tribunal

M.P. VAT Act 1,02,55,273 2008-2009 Commercial Tax Appellate Tribunal

(x) There is no accumulated losses at the end of the financial year and the net worth of the Company is positive. The Company has not incurred cash loss during the current and immediately preceding financial year.

(xi) In our opinion and according to information given to us, the company has not defaulted in repayment of dues to bank.

(xii) Based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statue as specified under paragraph (xiii) of the Order are not applicable to the company.

(xiv) Based on our information and explanations given to us, the company has maintained proper records of the transactions of Investments and entry has been made timely therein. The company, in its own name, has held investments.

(xv) According to information and explanations given to us, the terms and conditions for guarantee given for loans/ guarantee taken by others from bank are not prejudicial to the interest of the company.

(xvi) The term loans are applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on the basis of overall examination of the balance sheet and cash flow statement of the company, there are no funds raised on a short-term basis, which have been used for long-term investment.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act, during the year.

(xix) The company has not issued debentures. As the company did not have any outstanding debentures during the year, paragraph (xix) ofthe Order, is not applicable.

(xx) The company has not raised any money by way of public issue during the year.

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

For Sunil Saraf & Associates.

Chartered Accountants

Firm''s Registration Number : 015021C

Ritesh Rathore

(Partner)

Membership Number : 411333

Place: Bhopal

Date : 30th, August, 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of Sanwaria Agro Oils Limited, Bhopal, as at 31st March 2012 and the profit and loss account and 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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above and notes forming part of balance sheet and profit & loss account, we report that:

(i) 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;

(ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet and Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31SI March, 2012, 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) In our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give 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, 2012; and

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

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

As referred in paragraph (3) of our report of even date attached:

1. In our opinion and according to the information explanation given to us, the nature of Company's business/activities during the year is such that clauses vi, xiii, xix, xx are not applicable to the Company.

(I) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) These fixed assets have been physically verified by the management during the year. The details of physical verification have been compared with the book records; discrepancies noticed were not material and have been properly dealt with in the books of accounts.

(c) According to information and explanations given to us, no substantial part of fixed assets has been disposed off during the year and would not have an impact on the operations of the Company.

(ii) (a) As explained to us, the inventories were physically verified by the management at reasonable intervals during the year.

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

(c) On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) The Company has granted unsecured loans, to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions of loans granted by the Company, unsecured, are prima facie not prejudicial to the interest of the Company;

(c) Receipt of the principal amount and interest are also regular;

(d) None of the loan is overdue.

(e) The Company has taken unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company, unsecured, are prima facie not prejudicial to the interest of the Company;

(g) Payment of the principal amount and interest are also regular;

(iv) In our opinion and according to information given to us, there is an adequate internal control procedure 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.

(v) (a) To the best of our knowledge and belief and according to information and explanation given to us, transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

(b) These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) In our opinion and according to the information and explanations given to us, Company has not accepted any deposits from the public. As the Company has not accepted any deposit from the public paragraph

(vi) of the Order, is not applicable.

(vii) In our opinion, the Company has adequate internal audit system commensurate with its size and nature of its business;

(viii) We have been informed that the Company has maintained the cost records as per provisions of Section 209(1 )(d) of Companies Act, 1956 for their Refinery Division, however we have not verified the same since not in our scope of audit. '

(ix) (a) According to information and explanation given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. There is no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to information and explanation given to us and records of the Company examined by us, the particulars of Income Tax/Sales Tax dues as at 31st March, 2012, which have not been deposited on account of dispute, are as follows:

Name of the statute Amount (in Rs.) Period to which Forum where pending the amount related

Income tax 16,42,529 2000-2001 Income Tax Commissioner Appellate

Income tax 2,91,124 2001-2002 Income Tax Commissioner Appellate

Income tax 32,48,735 2002-2003 Income Tax Appellate Tribunal

Income tax 3,75,366 2003-2004 Income Tax Appellate Tribunal

Income tax 3,29,38,265 2004-2005 Income Tax Commissioner Appellate

Income Tax 64,48,850 2005-2006 Income Tax Appellate Tribunal

Commercial Tax 10,00,546 2005-2006 Commercial Tax Tribunal

Commercial Tax 9,05,186 2006-2007 Appeal with High Court

Commercial Tax 51,245 2006-2007 Commercial Tax Tribunal

Commercial Tax 19,70,911 2007-2008 Commercial Tax Tribunal

Commercial Tax 1,03,27,694 2008-2009 Commercial Tax Tribunal

Total 5,92,00,451

(x) The Company has been registered for a period not less than five years; Company has no accumulated losses at the end of the financial year and has not incurred cash loss during the current and immediately preceding financial year.

(xi) In our opinion and according to information given to us, the Company has not defaulted in repayment of dues to bank. The Company has not obtained any borrowings from any financial institution or by way of debentures.

(xii) Based on our examination of documents and records, we are of the opinion that the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statue as specified under paragraph (xiii) of the Order are not applicable to the Company.

(xiv) Based on our information and explanations given to us, the Company has maintained proper records of the transactions of Investments and entry has been made timely therein. The Company, in its own name, has held investments.

(xv) According to information and explanations given to us, the terms and conditions for guarantee given for loans/ guarantee taken by others from bank are not prejudicial to the interest of the Company.

(xvi) Term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on the basis of overall examination of the balance sheet and cash flow statement of the Company, there are no funds raised on a short-term basis, which have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act, during the year.

(xix) The Company has not issued debentures. As the Company did not have any outstanding debentures during the year, paragraph (xix) of the Order, is not applicable.

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

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

Place: Bhopal For Sunil Saraf & Associates

Dated: 25.08.2012 Chartered Accountants

Ritesh Rathore

Partner

M.No.411333

Firm No.: 15021C

Mar 31, 2010

1. We have audited the attached Balance Sheet of Sanwaria Agro Oils Limited. Bhopal. as at 31 st March 2010 and the profit and loss account and Cash Flow Siatement 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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act. 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above and notes forming part of balance sheet and profit & loss account, we report that:

(i) 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:

(ii ) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books:

( iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet and Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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

(vi) In our opinion and to me best of our information and according to the explanation given to us. the said accounts give the information required by the Companies Act, 1956. in the manner so required and give 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 st March. 2010: and

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

(c) In me case of the Cash Flow Statement for the year ended on mat date.

Annexure To The Auditors Report As referred in paragraph (3) of our report of even date attached:

I. In our opinion and according to the information explanation given to us. the nature of companys business/activities during the year is such that clauses vi. xiii. xix. are not applicable to the company.

(I) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) These fixed assets have been physically verified by the management during the year. The details of physical verification have been compared with the book records: discrepancies noticed were not material and have been properly dealt with in the books of accounts

(c) According to information and explanations given to us. no substantial part of lixed assets has been disposed off during the year and would not have an impact on the operations of the Company.

(ii) (a) As explained to us. the inventories were physically verified by the management at reasonable intervals during the year.

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

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained P roper records of inventory The discrepancies noticed on physical verification of stocks as compared to Book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) The company has granted unsecured loans, to companies, firms or other patties covered in the register maintained under section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions of loans granted by the company. unsecured, are prima facie not prejudicial to the interest of the company;

(c) Receipt of the principal amount and interest arc also regular;

(d) None of the loan is overdue.

(e) The company has taken unsecured loans, from companies, firms or other parties covered in me register maintained under section 301 of the Act.

(f) In our opinion, the rate of interest and other terms and conditions of loans taken by the company. unsecured, are prima facie not prejudicial to the interest of the company:

(g) Payment of the principal amount and interest are also regular;

(iv) In our opinion and according to information given to us. there is an adequate internal control procedure 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.

(v) (a) To the best of our knowledge and belief and according to information and explanation given to us. transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

(b) These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time:

(vi) In our opinion and according to the information and explanations given to us, company has not accepted any deposits from the public. As me company has not accepted any deposit from the public paragraph (vi) of the Order, is not applicable.

(vii) In our opinion, the company has adequate internal audit system commensurate with its size and nature of its business;

(viii) We have been informed that the company has maintained the cost records as per provisions of Section 209( 1 )(d) of Companies Act. 1956 for their Refinery Division, however we have not verified the same since not in our scope of audit.

(ix) (a) According to information and explanation given to us, the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income-tax. Sales- tax. Wealth Tax. Custom Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. There is no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to information and explanation given to us and records of the company examined by us, the particulars of Income Tax/Sales Tax dues as at 31st March. 2010. which have not been deposited on account of dispute, are as follows:

Name of the statute Amount (in Rs.) Period to which

the amount related

Income Tax 34.835 Block-Assessment Income tax 16.42.529 2000-2001

Income tax 2.91.124 2001-2002

Income tax 32.48.735 2002-2003

Income tax 6.25.366 2003-2004

Income tax 3.31,88,265 2004-2005

Income Tax 64.48.850 2005-2006

Income Tax 12.63.102 2006-2007

MP Vat Act 91.78.240 2004-2005

Central Sales Tax Act 1.337

MP Vat Act 3.70.70.693 2005-2006

Central SalcsTax Act 52.41.763 2006-2007

Entry Tax Ac 33.73.329

Name of the statute Forum where pending

Income tax InIncome Tax Appellate Tribunal

Income tax Income Tax Appellate Tribunal

Income Tax Assistant Commissioner Income Tax

Income Tax Assistant Commissioner Income Tax

Income Tax Assistant Commissioner Income Tax

Income Tax Income Tax Appellate Tribunal

Income Tax Income Tax Appellate Tribunal

Income Tax Income Tax Appellate Tribunal

Income Tax Commercial Tax Appellate Tribunal

Income Tax Commercial Tax Appellate Tribunal

(x) The company has been registered for a period not less than five years: company has no accumulated losses at the en of the financial year and has not incurred cash loss during the current and immediately preceding financial year,

(xi) In our opinion and according to information given to us. the company has not defaulted in repayment of dues to bank. The company has not obtained any borrowings from any financial institution or by way of debentures.

(xii) Basec on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statue as specified under paragraph (xiii) of the Order arc not applicable to the company.

(xiv) Based on our information and explanations given to us. the company has maintained proper records of the transactions of Investments and entry has been made timely therein. The company, in its own name, has held investments.

(xv) According to information and explanations given to us. the terms and conditions for guarantee given for loans- guarantee taken by others from bank arc not prejudicial to the interest of the company.

(xvi) Term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on the basis of overall examination of the balance sheet and cash flow statement of the company, there are no funds raised on a short-term basis, which have been used for long-term investment.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act, during the year.

(xix) The company has not issued debentures. As the company did not have any outstanding debentures during the year, jaragraph (xix) of the Order, is not applicable.

(xx) The company has not raised any money by way of public issue during the year.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us. no fraudon or by the company has been noticed or reported during the year.

Place: Bhopal For Sunil Saraf & Associates

Dated: 23.08.2010 Chartered Accountants

Ritesh Rathore

Partner

M.No.411333

Firm No. 15021C

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