Auditor Report of Sheetal Bio-Agro Tech Ltd.

Mar 31, 2010

1) We have Audited the attached Balance Sheet of Sheetal Bio Agro - Tech Limited, as at 31st March 2010 and also the annexed Profit & Loss Account of the company for the year ended on that date and the Cash Flow Statement for the year ended on that date. These financial statementsare 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 generally accepted auditing standards in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors Report) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act,1956 of India (the Act), we give in the Annexure attached herewith a statement on the matters specified in paragraphs 4 and 5 of the said order.

4) Further to our comments in the Annexure referred to in paragraph 3 above.

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

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

c) The Balance Sheet and Profit & Loss Account and Cash Flow statement dealt with this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow statement dealt with this report comply with the Accounting Standards referred to in Section (3C) of section 211 of The Companies Act, 1956.

e) On the basis of written representations from the directors, as on March 31, 2010, and taken on records by the Board of Directors, We report that none of the director is disqualified as on March 31, 2010 from being appointed as a director in terms of section 274 (1) (g) of The Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us, the Account subject to and read with the notes thereon give the information required by The Companies Act, 1956 in The manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

2. In the case of Profit & Loss Account of the Profit, for the year ended on that date;

3. In the case of the Cash Flow statement, of the Cash Flows of the company for the year ended on that date.

Annexure to the Auditors Report

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information given to us, we further report that:

(i) The Company do not have any fixed assets and hence the sub clause (a), (b), (c) of the clause (i) is not applicable.

(ii) (a) As explained to us, inventory has been physically verified by the management at regular Interval during the year.

(b) In our opinion and according to the explanation given to us, the procedures of physical Verification of inventories followed by the management are seasonable & adequate in relation to the size of the company. and nature of its business.

(c) The company has maintained the proper record of inventories. As explained to us, there were no material discrepancies noticed on the physical verification of inventories as compare to the bookrecords Stock - represents the Equity Shares of unlisted Company (Private Limited Company). It has been valued at cost. We have not verified stock in hand.

(iii) (a) In respect of loan, secured or unsecured, granted or taken by the company to/from, firms or other parties covered in register maintained under section 301,of the companies Act,1956.

(i) The company has not accepted any such loan.

(ii) The company has granted unsecured loans to companies & to the parties during the year in addition to loans given in earlier years. As informed to us no terms & conditions have been finalized about the repayment & interest thereon. The nature of transactions / purpose of such loans given are also not explained to us. Loans from such parties, which are given in earlier year/s, are also not recovered during the year. Thus, we are not in a position to comment whether such loans are related to the business of the company or not. Further the confirmations from the parties to whom the loans & advances is given, are also not furnished for our verification (Refer to Note No: 2 of Schedule: 10).

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory for the sale of good, Further on the of our examination of the books and records of the company, 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 weakness in the aforesaid internal control procedures.

(v) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contract or arrangements that need to be entered in to the register in pursuance of Section 301of the Companies Act, 1956 have been so entered.

(vi) The Company has not accepted any deposits from the public in the current year within the meaning of Section 58AA of the Act 1956 and the rules framed there under.

(vii) The company has no internal audit system.

(viii) The central government has not prescribed maintenance of the cost record under section 209(1) of the companies act,1956

(ix) (a) According to the information and explanation given to us the rules of provident fund, E.S.I.C. etc. arte not applicable to the company.

(b) According to the information and explanation given to us, no undisputed amount is payable in respect of income tax, sales-tax, custom duty, wealth tax, excise duty and cess as at ,31st March 2010 for a period more than 6 months from the date they became payable .

(c) According to the information & explanation given to us, there is no dues of income tax, sales tax, wealth tax, custom duty, excise duty & cess which have not been deposited on account of dispute.

(d) During the year the Company has increased the Authorised Share Capital from Rs. 14,00,00,000/- to Rs. 47,00,00,000/-. However the respective form in this regard has not been filed in the office of Registrar of Companies, (Guj.) and as a result neither the fees has been paid in the office of R.O.C. (Guj,), as well as no provision for the same has been made in the accounts.

(x) During the year the company has not incurred cash loss during year ended on March 31, 2010 and do not have any the accumulated loss at the end of the financial year.

(xi) According to the records of the company examined by us and the information and explanation given to us, the company has not borrowed any money from financial institution or bank or debenture holders during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly clause (xii) of Para 4 of the Companies (Auditor Report) Order 2004 is not applicable to the company for the current year.

(xiii) In our opinion, and according to the information and explanation given to us, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the company. Accordingly clause (xiii) of Para 4 of the Companies (Auditors Report) Order. 2004 is not applicable to the company for the current year.

(xiv) In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly clause (xiv) of Para 4 of the Companies (Auditors Report) Order. 2004 s not applicable to the company for the current year.

(xv) In our opinion, and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly clause (xv) of Para 4 of the Companies (Auditors Report) Order. 2003 is not applicable to the company for the current year.

(xvi) Based on our examinations of the records and information and explanations given to us during the year no term loan with repayment period beyond 36 months has been obtained.

(xvii) On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanation given to us, there are no funds raised on a short-term investment, and vice versa.

(xviii) The company has not made any preference allotment of equity shares during the year.

(xix) The Company has not issued any debentures, the matter as per clause (xix) of Para 4 of the Companies (Auditors Report) Order. 2004 is not applicable to the company for the year.

(xx) The company has not raised any money by public issue during the year. Accordingly clause of Para 4 of the Companies (Auditors Report) Order. 2004 is not applicable to the company for the current year.

(xxi) During the course 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, no fraud (i.e. intentional material misstatements resulting from fraudulent financial reporting and misappropriation of assets) on or by the Company has been noticed or reported during the year by the Company.

FOR PRAFUL N. SHAH & CO., Chartered Accountants

Sd/- (P. N. SHAH) Ahmedabad Proprietor

Dated : 14th August, 2010 Membership No.:-15591

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Mar 31, 2009

1) We have Audited the attached Balance Sheet of Sheetal Bio Agro - Tech Limited, as at 31st March 2009 and also the annexed Profit & Loss Account of the company for the year ended on that date and the Cash Flow Statement for the year ended on theta date. 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 generally accepted auditing standards in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors Report) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act), we give in the Annexure attached herewith a statement on the matters specified in paragraphs 4 and 5 of the said order.

4) Further to our comments in the Annexure referred to in paragraph 1 above.

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

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

c) The Balance Sheet and Profit & Loss Account and cash flow statement dealt with this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and Profit & Loss Account and cash flow statement dealt with this report comply with the Accounting Standards referred to in Section (3C) of section 211 of The Companies Act, 1956.

e) On the basis of written representations from the directors, as on March 31, 2009, and taken on records by the Board of Directors, We report that none of the directors is disqualified as on March 31, 2009 from being appointed as a director in terms of section 274 (1) (g) of The Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us, the Account subject to and read with the notes thereon, give the information required by The Companies Act, 1956 in The manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

1. In the case of the Balance Sheet of the states of affairs, of the company as at 31st March, 2009.

2. In the case of Profit & Loss Account of the Profit, for the year ended on that date;

3. In the case of the cash flow statement, of the cash flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT OF SHEETAL BIO AGRO-TECH LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information given to us, we further report that:

(i) The Company do not have any fixed assets and hence the sub clause (a), (b), (c) of the clause (i) is not applicable.

(ii) (a) As explained to us, inventory has been physically verified by the management at regular Interval during the year.

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

(c) The company has maintained the proper record of inventories. As explained to us, there were no material discrepancies noticed on the physical verification of inventories as compare to the book records Stock represents the equity shares of unlisted company (private limited company). It has been valued at cost. We have not verified stock in hand.

(iii) (a) In respect of loan, secured or unsecured, granted or taken by the company to/from, firms or other parties covered in register maintained under section 301,of the companies Act, 1956.

(i) The company has not accepted any such loan.

(ii) The company has granted unsecured loans to the parties during the year in addition to loans given in earlier years. As informed to us no terms & conditions have been finalized about the repayment & interest thereon. Not only is that nature of transaction not explained. So we have not commented upon the terms & condition of loans & advances. Further the confirmation from the parties to whom the loans & advances is given, not provided for verification.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of good. Further on the of our examination of the books and records of the company, 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 weakness in the aforesaid internal control procedures.

(v) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contract or arrangements that need to be entered in to the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(vi) The Company has not accepted any deposits from the public in the current year within the meaning of Section 58AA of the Act 1956 and the rules framed there under.

(vii) The company has no internal audit system.

(viii)The central government has not prescribed maintenance of the cost record under section 209(1) of the companies act, 1956

(ix) (a) According to the information and explanation given to us the rules of provident fund, E.S.I.C. etc. arte not applicable to the company.

(b) According to the information and explanation given to us, no undisputed amount is payable in respect of income tax, sales-tax, custom duty, wealth tax, excise duty and cess as at ,31st March 2009 for a period more than 6 months from the date they became payable .

(c) According to the information & explanation given to us, there is no dues of income tax, sales tax, wealth tax, custom duty, excise duty & cess which have not been deposited on account of dispute.

(x) During the year the company has not incurred cash loss during year ended on March 31, 2009 and do not have any the accumulated loss at the end of the financial year.

(xi) According to the records of the company examined by us and the information and explanation given to us, the company has not borrowed any money from financial institution or bank or debenture holders as at the Balance Sheet date.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge pf shares, debentures and other securities. Accordingly clause (xii) pf Para 4 of the Companies (Auditor Report) Order 2004 is not applicable to the company for the current year.

(xiii) In our opinion, and according to the information and explanation given to us, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the company. Accordingly clause (xiii) of Para 4 of the Companies (Auditors Report) Order. 2004 is not applicable to the company for the current year.

(xiv) In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly clause (xiv) of Para 4 of the Companies (Auditors Report) Order. 2004 s not applicable to the company for the current year.

During the year though company has not dealt in shares & securities. Stock on hand contains the stock of shares. No quote is available for it. So we are unable to make any comment upon it. Further to that shares and other investment were not produced for verification we are unable to verify whether all shares and other investments have been held by the company in its own name or not.

(xv) In our opinion, and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly clause (xv) of Para 4 of the Companies (Auditors Report) Order. 2003 is not applicable to the company for the current year.

(xvi) Based on our examinations of the records and information and explanations given to us during the year no term loan with repayment period beyond 36 months has been obtained.

(xvii) On the basis of an Overall examination of the balance sheet of the company, in our opinion and according to the information and explanation given to us, there are no funds raised on a short- term investment, and vice versa.

(xviii) The company has made preference allotment of 8,99,41,000 shares at a premium to parties and companies covered in the register maintained under Section 301 of the Act during the year.

(xix)The Company has not issued any debentures, the matter as per clause (xix) of Para 4 of the Companies (Auditors Report) Order. 2004 is not applicable to the company for the year.

(xx) The company has not raised any money by public issue during the year. Accordingly clause of Para 4 of the Companies (Auditors Report) Order. 2004 is not applicable to the company for the current year.

(xxi) During the course 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, no fraud (i.e. intentional material misstatements resulting from fraudulent financial reporting and misappropriation of assets) on or by the Company has been noticed or reported during the year by the Company.

FOR, PRAFULN. SHAH & CO. CHARTERED ACCOUNTANTS,

Sd/-

Place: AHMEDABAD. [P.N.SHAH]

Date: 7/9/2009 [PROPRIETOR]

M.NO.15591