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Auditor Report of Sita Shree Food Products Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of director 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 statements, financial performance and cash flow of the company in accordance with the accounting principles generally accepted in India, including the accounting standards specifies in section 133 of the act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting fraud & other irregularities; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of accounting records, relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's 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, 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 thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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.

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(b) In the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

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

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

1) The company has disclosed the impact of pending litigation on its financial position in its financial statements.

2) The company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

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

1.1. The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

1.2. All the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

2.1. The inventories have been physically verified at reasonable intervals by the management.

2.2. In our opinion and according to the information and explanations 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.

2.3. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification of inventory as compared to book records.

3. As informed to us, the company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the sub-clauses (a) and (b) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanations given to us, the Company has not accepted any deposits in terms of directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

6. We have broadly reviewed the books of account maintained by the Company pursuant sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinio n that prima facie, the prescribed accounts and records have been made and maintained.

7. The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities and we have been informed that there are no arrears of outstanding statutory dues as at the last day of the financial year under audit for a period of more than six months from the date they became payable.

7.2. According to the information and explanations given to us, there are no material dues of wealth tax, and cess which have not been deposited with the appropriate authorities on account of any dispute.

However, according to information and explanations given to us, the following dues of income tax, and entry tax and sales tax have not been deposited by the Company on account of disputes:

Name of Statute Nature Amount Period to Forum of Dues (in Rs.) which where amount dispute is relates pending Income Tax Act, 1961 Income Tax 8,06,93,640/- A.Y. 2012-13 CIT (Appeals) - II,Indore

Madhya Pradesh VAT VAT 11,90,410/- A.Y. 2008-09 M. P. Commercial Kshetra Me Mal Ke Tax Tri- bunal Pravesh Par Kar Adhiniyam, Board, Bhopal. 1976 & Madhya Pradesh VAT Act,2002

7.3. According to the information and explanations given to us, the Company has transferred the amount of Rs. 6,000.00/- lying in the Refund Account for the year 2008-09 after expiry of Seven (7) years from the date of transfer to the Investor Education and Protection Fund.

8. The Company has no accumulated losses at the end of the financial year under audit. The company has not incurred cash losses during the financial year covered by audit and in the immediately preceding financial year.

9. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

10. 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, the terms and conditions whereof are prejudicial to the interest of the Company.

11. As per our verification of books and records and explanation given to us the Company has not taken any new Term Loan during the year except a car loan for purchase of car.

12. Based upon the audit procedures performed 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 of our audit.

For: M.K.SHAH & ASSOCIATES

CHARTERED ACCOUNTANTS

(Regn.No.002077C)



Date: 30th May 2015 (M.K.SHAH)

PROPRIETOR

M.NO. 400-71199


Mar 31, 2014

We have audited the accompanying financial statements of Sita Shree Food Products Limited, which comprise the Balance Sheet as at March 31st, 2014, and the Statement of Profit and Loss and Cash How Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance, of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

(b) In the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

(c) In the case of the Cash How Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

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

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

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

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

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

Annexure to the Auditor''s Report (referred to in paragraph 3 of our Report of even date to the members of Sita Shree Food Products Ltd.. Indore on the Financial Statement for the year ended 31st March. 2014).

(i) Fixed Assets

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

(b) Fixed assets are physically verified by the management according to a phased program designed to all assets as per regular program which in our opinion is reasonable having regards to the size of the company and nature of its assets. Fixed Assets at certain location were physically verified by the Management during the year and no material discrepancies between the books records and the physical verification have been notice according to information given to us by the management of the company.

(c) In our opinion and according to the information and explanation given to us since no substantial part of the fixed assets has been disposed by the company during the year. It doesn''t affect the going concern status of the company.

(ii) Inventories

(a) Inventory has been physically verified by the management during the year in our opinion frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations 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) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) Loan Granted or Taken

(a) There is no unsecured loan granted to Companies, Firms & Other Parties covered in die Register maintained u/s 301 of Companies Act 1956.

(b) During die year, company has taken unsecured loan from directors & outstanding as on 31.03.2014 is of Rs.34.60 Lacs (maximum balance of during the year was Rs. 10.63 Crore), and no payment terms has been defined except this there is no unsecured loan taken from Companies, Firms & Other Parties covered in the Register maintained u/s 301 of Companies Act 1956.

(c) In respect of the said loans and interest diereon, there is no interest charged on loan taken

(iv) Internal Control Procedure

In our opinion and according to die information and explanations given to us having regard to die explanation tiiere is an adequate internal control procedure commensurate witii die size of die Company and the nature of its business for the purchase of goods, fixed assets and for the sale of goods. Further on die basis of our examination of die books and die records of the company carried out in accordance witii die auditing standard generally accepted in India and according to the information and explanation 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 system.

(v) Transaction with Parties u/s 301

In respect of die contract are arrangements referred to in section 301 of die Companies Act, 1956.

(a) In our opinion and according to die information and explanations given to us, die particular of contract or arrangement referred to section 301 of die Companies Act, 1956, have been so entered in die register required to be maintained under tiiat section.

(b) In our opinion and information and explanation given to us, Company has made the transactions required to be entered in the register maintained under section 301 of the Companies Act 1956 aggregating during the year to Rs. 5,00,000.00 or more in respect of each party have been made at the price which are prima-facie reasonable having regard to prevailing market price at the relevant time.

(vi) Public Deposit

According to the information & explanation given to us, the Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year under audit.

(vii) Internal Audit System

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

(viii) Cost Record

We have broadly reviewed cost record maintained by the company pursuant to the companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 and are the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made detail examination of the cost records with a view to determined whether they are accurate or complete.

(ix) Statutory Dues

(a) According to the information and explanation given to us and the records of the company examined by us, in our opinion the company is generally regular in depositing the undisputed statutory dues in respect of Provident Fund, Sales tax, Service tax and other material statutory dues as applicable with the appropriate authority in India.

b) According to the information and explanation given to us, no undisputed statutory dues

payable in respect of Provident Fund, Income Tax, Service Tax, Sales Tax and others same have been generally regularly deposited with the appropriate authority. According to the information & explanation given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at March 2014 for a period of more than six months from the date they become payable.

(x) Accumulated/Cash losses

The Company has no accumulated losses at the end of the financial year and has not incurred any cash losses during the current year covered under audit and in the immediately preceding financial year.

(xi) Default in repayment of dues to Financial Institutions or Bank

Based on our audit procedures and on die basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions or banks with respect to its borrowings as at the balance sheet date.

(xii) Granting of Loan and Advances

According to die information and explanations given to us, die Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and odier securities of the Company.

(xiii) Chit Fund/Nidhi/Mutual Benefit/Society Activities

In our opinion, the Company is not a Chit Fund, a Nidhi or a Mutual Benefit Society. Therefore, die provisions relating to any such statute are not applicable to the Company.

(xiv) Investment

The Company has maintained proper records of the transactions and contracts in respect of dealing of trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

(xv) Guarantee given by the Company for loan taken by others

As information and explanation given to us the Company has not given any guarantee in respect of loans taken by others from any Bank or Financial Institutions.

(xvi) Utilization of Term Loan

During the year Company has not raised any additional term loan from any Bank or Financial institution.

(xvii) Application of Short Term Fund for Long Term Investment and vice versa

According to the information and explanation given to us and on the basis of an overall examination of the balance sheet of the company there are no funds which raised for short-term basis have been used for long term investment.

(xviii) Preferential Allotment of Shares

We are informed that, the Company has not made any allotment of equity share on preferential basis to the parties and companies covered in the Register maintained under section 301 of the Act, in the financial year under audit.

(xix) Creation of Securities for Debenture Issue

According to the information and explanations given to us and the records examined by us, the company has not issued debentures hence; disclosure regarding creation of securities in respect of debentures issued does not arise.

(xx) Money raised by Public Issue

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

(xxi) Fraud noticed or Reported

During the course of our examination of the Books and records of the company carried out in accordance with the generally accepted auditing practice in India and according to the information and explanations given to us. We have neither come across any instances of material fraud on or by the company, noticed or reported during the year or have been informed of such case by the management.



For: M.K.SHAH & ASSOCIATES CHARTERED ACCOUNTANTS (Regn.No.002077C)

Place: Indore (M.K.SHAH) Date: 30th May 2014 PROPRIETOR M.NO. 400-71199


Mar 31, 2013

RePort on the Financial Statements

We have audited the accompanying financial statements of Sita Shree Food Products 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 ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance. of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company'' s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

(b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date;

and

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

Resort on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

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

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

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

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

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

(i) Fixed Assets

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

(b) Fixed assets are physically verified by the management according to a phased program designed to all assets as per regular program which in our opinion is reasonable having regards to the size of the company and nature of its assets. Fixed Assets at certain location were physically verified by the Management during the year and no material discrepancies between the books records and the physical verification have been notice according to information given to us by the management of the company.

(c) In our opinion and according to the information and explanation given to us since no substantial part of the fixed assets has been disposed by the company during the year. It doesn''t affect the going concern status of the company.

(ii) Inventories

(a) Inventory has been physically verified by the management during the year in our opinion frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations 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) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) Loan Granted or Taken

(a) The Company has granted unsecured loan to its 100% subsidiary company GG Real Estate Pvt.Ltd. and maximum outstanding at any time during the year was Rs. 81639401/- and the yearend balance is NIL. The Company has charges interest @ 18% p.a. except this there is no unsecured loan granted to Companies, Firms & Other Parties covered in the Register maintained u/s 301 of Companies Act 1956.

(b) During the year, company has taken unsecured loan of Rs.11.51 Crore from 3 Parties and maximum balance of all the three parties during the year was Rs. 26.87 Crore, except this there is no unsecured loan taken from Companies, Firms & Other Parties covered in the Register maintained u/s 301 of Companies Act 1956.

(c) In respect of the said loans and interest thereon, there is no interest charged on loan taken & in respect of loan given to GG Real Estate Pvt. Ltd. Interest @18% the entire amount due was received.

(iv) Internal Control Procedure

In our opinion and according to the information and explanations given to us having regard to the explanation there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of goods, fixed assets and for the sale of goods. Further on the basis of our examination of the books and the records of the company carried out in accordance with the auditing standard generally accepted in India and according to the information and explanation 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 system.

(v) Transaction with Parties u/s 301

In respect of the contract are arrangements referred to in section 301 of the Companies Act, 1956.

(a) In our opinion and according to the information and explanations given to us, the particular of contract or arrangement referred to section 301 of the Companies Act, 1956, have been so entered in the register required to be maintained under that section.

(b) In our opinion and information and explanation given to us, Company has made the transactions required to be entered in the register maintained under section 301 of the Companies Act 1956 aggregating during the year to Rs. 5,00,000.00 or more in respect of each party have been made at the price which are prima-facie reasonable having regard to prevailing market price at the relevant time.

(vi) Public Deposit

According to the information & explanation given to us, the Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year under audit.

(vii) Internal Audit System

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

(viii) Cost Record

As informed to us, All the required records as prescribed by the Central Government has maintained as specified cost record under section 209(1) (d) of the Companies Act, 1956.

(ix) Statutory Dues

(a) According to the information and explanation given to us and the records of the company examined by us, in our opinion the company is generally regular in depositing the undisputed statutory dues in respect of Provident Fund, Sales tax, Service tax and other material statutory dues as applicable with the appropriate authority in India.

b) According to the information and explanation given to us, no undisputed statutory dues payable in respect of Provident Fund, Income Tax, Service Tax, Sales Tax and others same have been generally regularly deposited with the appropriate authority. According to the information & explanation given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at March 2013 for a period of more than six months from the date they become payable.

(x) Accumulated/Cash losses

The Company has no accumulated losses at the end of the financial year and has not incurred any cash losses during the current year covered under audit and in the immediately preceding financial year.

(xi) Default in repayment of dues to Financial Institutions or Bank

Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions or banks with respect to its borrowings as at the balance sheet date.

(xii) Granting of Loan and Advances

According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities of the Company.

(xiii) Chit Fund/Nidhi/Mutual Benefit/Society Activities

In our opinion, the Company is not a Chit Fund, a Nidhi or a Mutual Benefit Society. Therefore, the provisions relating to any such statute are not applicable to the Company.

(xiv) Investment

The Company has maintained proper records of the transactions and contracts in respect of dealing of trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

(xv) Guarantee given by the Company for loan taken by others

As information and explanation given to us the Company has not given any guarantee in respect of loans taken by others from any Bank or Financial Institutions.

(xvi) Utilization of Term Loan

In our opinion and according to the information and explanation given to us, on an overall basis the term loans taken from consortium State Bank of India & Union Bank of India have been applied for the purposes for which they were raised.

(xvii) Allocation of Short Term Fund for Long Term Investment in vice versa

According to the information and explanation given to us and on the basis of an overall examination of the balance sheet of the company there are no funds which raised for short-term basis have been used for long term investment.

(xviii) Preferential Allotment of Shares

We are informed that, the Company has not made any allotment of equity share on preferential basis to the parties and companies covered in the Register maintained under section 301 of the Act, in the financial year under audit.

(xix) Creation of Securities for Debenture Issue

According to the information and explanations given to us and the records examined by us, the company has not issued debentures hence; disclosure regarding creation of securities in respect of debentures issued does not arise.

(xx) Money raised by Public Issue

The Company has not raised any money by public issues during the year. The management has disclosed the end use of monies during the year, out of public issue raised in the earlier year (Refer point 16 of Note 26 notes of accounts)

(xxi) Fraud noticed or Reported

During the course of our examination of the Books and records of the company carried out in accordance with the generally accepted auditing practice in India and according to the information and explanations given to us. We have neither come across any instances of material fraud on or by the company, noticed or reported during the year or have been informed of such case by the management.

For: M.K.SHAH & ASSOCIATES

CHARTERED ACCOUNTANTS

(Regn.No.002077C)

Place: Indore (M.k.shah)

Date: 30th May 2013 PROPRIETOR

M.NO. 400-71199


Mar 31, 2012

1. We have audited the attached Balance Sheet of Sita Shree Food Products Limited, as at 31st March 2012 and the related Profit and Loss Account and also the cash flow statement for the year ended on that which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test 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) 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 we enclose in the Annexure a statement of the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to above and our comments in the Annexure referred to in paragraph 3 above, we report that: (i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appear for 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 Profit and Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent they are applicable.

(v) On the basis of written representations received from the Directors as on 31st March 2012 and taken on record by the Board of Directors, none of the director 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 explanations given to us, the said financial statement together with notes thereon and attached there to give in the prescribed matter the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012; and

(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 flow for the year ended on the date.

Annexure to the Auditor's Report (referred to in paragraph 3 of our Report of even date to the members of Sita Shree Food Products Ltd.. Indore on the Financial Statement for the year ended 31st March. 2012).

(i) Fixed Assets

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

(b) Fixed assets are physically verified by the management according to a phased program designed to all assets as per regular program which in our opinion is reasonable having regards to the size of the company and nature of its assets. Fixed Assets at certain location were physically verified by the Management during the year and no material discrepancies between the books records and the physical verification have been notice according to information given to us by the management of the company.

(c) In our opinion and according to the information and explanation given to us since no substantial part of the fixed assets has been disposed by the company during the year. It doesn't affect the going concern status of the company.

(ii) Inventories

(a) Inventory has been physically verified by the management during the year in our opinion frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations 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) In our opinion and according to the information and explanations given to us. the Company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) Loan Granted or Taken

(a) The Company has granted unsecured loan to its 100% subsidiary company GG Real Estate Pvt.Ltd. and maximum outstanding at any time during the year was Rs. 81639401/- and the year end balance is Rs.81639401/-. The Company has charges interest @ 18% p.a. except this there is no unsecured loan granted to Companies. Firms & Other Parties covered in the Register maintained u/s 301 of Companies Act 1956.

(b) During the year. company has taken unsecured loan of Rs.17.00 Crore from GG Infra Pvt. Ltd. Except this there is no unsecured loan taken from Companies. Firms & Other Parties covered in the Register maintained u/s 301 of Companies Act 1956.

(c) In respect of the said loans and interest thereon. there are no overdue amounts.

(iv) Internal Control Procedure

In our opinion and according to the information and explanations given to us having regard to the explanation there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of goods. fixed assets and for the sale of goods. Further on the basis of our examination of the books and the records of the company carried out in accordance with the auditing standard generally accepted in India and according to the information and explanation 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 system.

(v) Transaction with Parties u/s 301

In respect of the contract are arrangements referred to in section 301 of the Companies Act. 1956.

(a) In our opinion and according to the information and explanations given to us. the particular of contract or arrangement referred to section 301 of the Companies Act. 1956. have been so entered in the register required to be maintained under that section.

(b) In our opinion and information and explanation given to us, Company has made the transactions required to be entered in the register maintained under section 301 of the Companies Act 1956 aggregating during the year to Rs. 5,00,000.00 or more in respect of each party have been made at the price which are prima-facie reasonable having regard to prevailing market price at the relevant time.

(vi) Public Deposit

According to the information & explanation given to us, the Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year under audit.

(vii) Internal Audit System

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

(viii) Cost Record

As informed to us, the Central Government has not prescribed the maintenance of cost record under section 209(1) (d) of the Companies Act, 1956.

(ix) Statutory Dues

(a) According to the information and explanation given to us and the records of the company examined by us, in our opinion the company is generally regular in depositing the undisputed statutory dues in respect of Provident Fund, Sales tax, Service tax and other material statutory dues as applicable with the appropriate authority in India .

b) According to the information and explanation given to us, no undisputed statutory dues payable in respect of Provident Fund, Income Tax, Service Tax, Sales Tax and others same have been generally regularly deposited with the appropriate authority. According to the information & explanation given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at March 2012 for a period of more than six months from the date they become payable.

(x) Accumulated/Cash losses

The Company has no accumulated losses at the end of the financial year and has not incurred any cash losses during the current year covered under audit and in the immediately preceding financial year.

(xi) Default in repayment of dues to Financial Institutions or Bank

Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions or banks with respect to its borrowings as at the balance sheet date.

(xii) Granting of Loan and Advances

According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities of the Company.

(xiii) Chit Fund/Nidhi/Mutual Benefit/Society Activities

In our opinion, the Company is not a Chit Fund, a Nidhi or a Mutual Benefit Society. Therefore, the provisions relating to any such statute are not applicable to the Company.

(xiv) Investment

The Company has maintained proper records of the transactions and contracts in respect of dealing of trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

(xv) Guarantee given by the Company for loan taken by others

As information and explanation given to us the Company has not given any guarantee in respect of loans taken by others from any Bank or Financial Institutions.

(xvi) Utilization of Term Loan

In our opinion and according to the information and explanation given to us, on an overall basis the term loans taken from consortium State Bank of India have been applied for the purposes for which they were raised.

(xvii) Application of Short Term Fund for Long Term Investment in vice versa

According to the information and explanation given to us and on the basis of an overall examination of the balance sheet of the company there are no funds which raised for short-term basis have been used for long term investment.

(xviii) Preferential Allotment of Shares

We are informed that, the Company has not made any allotment of equity share on preferential basis to the parties and companies covered in the Register maintained under section 301 of the Act, in the financial year under audit.

(xix) Creation of Securities for Debenture Issue

According to the information and explanations given to us and the records examined by us, the company has not issued debentures hence; disclosure regarding creation of securities in respect of debentures issued does not arise.

(xx) Money raised by Public Issue

The Company has not raised any money by public issues during the year. The management has disclosed the end use of monies during the year, out of public issue raised in the earlier year (Refer point 16 of Note 26 notes of accounts)

(xxi) Fraud noticed or Reported

During the course of our examination of the Books and records of the company carried out in accordance with the generally accepted auditing practice in India and according to the information and explanations given to us. We have neither come across any instances of material fraud on or by the company, noticed or reported during the year or have been informed of such case by the management.

For M.K.SHAH & ASSOCIATES

CHARTERED ACCOUNTANTS

(Regn.N o.002077C) Place: Indore

Date: 30th May 2012 (M.K.Shah)

Proprietor

M.NO. 400-71199


Mar 31, 2010

1. We have audited the attached Balance Sheet of Sita Shree Food Products Limited, as at 31st March 2010 and the related Profit and Loss Account and also the cash flow statement for die year ended on.that which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test 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, 2003 as amended by companies (Auditors Report) Amendment order 2004 together the order 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 check of books and records of the company as considered appropriate and according the information and explanation given to us we given in the Annexure a statement of the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to above and our comments in the Annexure referred to ia paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appear for 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 Profit and Loss Account and cash flow statement dealt with by this report

comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent they are applicable.

(v) On the basis of written representations received from the Directors as on 31st March 2009 and taken on record by

the Board of Directors, none of the director 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 the best of our information and according to the explanations given to us, the said financial statement together with notes thereon and attached there to give in the prescribed matter the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010; and

(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 flow for the year ended on the date.

Annexure to the Auditors Report (referred to in paragraph 3 of our Report of even date to the members of Sita Shree Food Products Ltd.. Indore on the Financial Statement for the year ended 31s March. 2010).

(i) Fixed Assets

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

(b) Fixed assets are physically verified by the management according to a phased programme designed to all assets once in two year which in our opinion is reasonable having regards to the size of the company and nature of its assets. Fixed Assets at certain location were physically verified by the Management during the year and no material discrepancies between the books records and the physical verification have been notice.

c) In our opinion and according to the information and explanation given to us since no part of

the fixed assets has been disposed by the company during the year. Therefore do not affect the going concern status of the company.

(ii) Inventories

(a) Inventory has been physically verified by the management during the year in our opinion frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations 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) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) Loan Granted or Taken

(a) The Company has not given any secured or unsecured loan to companies or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Thus clause 3 (b)(c)(d) does not applicable to the company.

(b) During die year company repaid die loan of Rs. 1292913/- to the parties which are covered in the register maintained under section 301 ofthe Companies Act 1956.

(iv) Internal Control Procedure

In our opinion and according to the information and explanations given to us having regard to the explanation there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of goods, fixed assets and for the sale of goods. Further on the basis of our examination ofthe books and the records ofthe company carried out in accordance with the auditing standard generally accepted in India and according to the information and explanation 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 system.

(v) Transaction with Parties u/s 301

(a) In our ojpinion and according to the information and explanations given to us, the particular of contract or arrangement referred to section 301 ofthe Companies Act, 1956, have been so entered in the register required to be maintained under that section.

Annexure to the Auditors Report (referred to in paragraph 3 of our Report of even date to the members of Sita Shree Food Products Ltd.. Indore on the Financial Statement for the year ended 31st March. 2010).

(i) Fixed Assets

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

(b) Fixed assets are physically verified by the management according to a phased programme designed to all assets once in two year which in our opinion is reasonable having regards to the size of the company and nature of its assets. Fixed Assets at certain location were physically verified by the Management during the year and no material discrepancies between the books records and the physical verification have been notice.

c) In our opinion and according to the information and explanation given to us since no part of

the fixed assets has been disposed by the company during the year. Therefore do not affect the going concern status of the company.

(ii) Inventories

(a) Inventory has been physically verified by the management during the year in our opinion frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations 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) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) Loan Granted or Taken

(a) The Company has not given any secured or unsecured loan to companies or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Thus clause 3 (b)(c)(d) does not applicable to the company.

(b) During the year company repaid the loan of Rs. 1292913/- to the parties which are covered in the register maintained under section 301 ofthe Companies Act 1956.

(iv) Internal Control Procedure

In our opinion and according to the information and explanations given to us having regard to the explanation there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of goods, fixed assets and for the sale of goods. Further on the basis of our examination ofthe books and the records ofthe company carried out in accordance with the auditing standard generally accepted in India and according to the information and explanation 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 system.

(v) Transaction with Parties u/s 301

(a) In our opinion and according to the information and explanations given to us, the particular of contract or arrangement referred to section 301 ofthe Companies Act, 1956, have been so Place Indore entered in the register required to be maintained under that section.

Date: 29th May 2010

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