Auditor Report of Sunil Agro Foods Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Sunil Agro Foods 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 year then ended, and a summary of the significant accounting policies and other explanatory information.

2. Management's Responsibility for the Standalone 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 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

3.1 Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

4. Basis for Qualified Opinion

4.1 As per Accounting Policy number 2.8, the company has valued the investment at cost. As on March 31, 2015 there is a fall in the value of investments to the extent of Rs.30.07 lacks. The company has created provision for fall in the value of investment only to the extent of Rs.0.91 lacks in the earlier years. The impact of non-provision for the fall in the value of investment is,

* Profit is overstated to the extent of Rs.29.16 lacks and investment are overstated to the same extent

5. Qualified Opinion

In our opinion and to the best of our information and according to the explanation given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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 st March, 2015 and its profit and its cash flows for the year ended on that date.

6. 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:

* in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

* in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

7. Report on Other Legal and Regulatory Requirements

7.1 As required by the Companies (Auditor's Report) Order, 2015 ("the order"), issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in the Annexure a statement of the matters specified in paragraphs 3 and 4 of the Order.

7.2 As required by Section 143(3) of the Act, we report that:

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

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

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

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Except in para 4.1 above.

e. On the basis of the written representations received from the directors as on 31 st March, 2015 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.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - refer note 30.

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

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 7.1 of our report of even date

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

1. In respect of Fixed Assets:

a. The company has maintained proper records showing particulars of fixed assets and has been updated.

b. As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. As informed to us, no material discrepancies were noticed on such physical verification.

c. The company has not disposed off substantial part of fixed assets during the year and therefore do not affect the going concern assumption.

2. In respect of its inventories:

a. As explained to us, inventories have 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 inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013:

During the period covered by our audit, company has not granted any loan to any person covered under the register maintained under section 189 of the Companies Act, 2013. Hence, provisions of paragraph 3(iii) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. During the year covered under our audit, the company has not accepted any deposits from the public. Hence commenting on the compliance of Section 73 to 76 of the Companies Act, 2013 read with rule framed thereunder and the directives issued by the Reserve Bank of India does not arise.

6. According to the information and explanations given to us, maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013 read with companies (cost records and audit) Rules,2014 has been prescribed to the Company. We are of the opinion that, prima facie, the prescribed cost records are maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7. In respect of statutory dues:

a. Undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities though there have been slight delays in remittance of Tax deducted at source and Value Added Tax in a few cases.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Wealth Tax, Custom Duty, Excise Duty, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, except income tax dues as detailed below there are no dues of sales tax, custom duty, wealth tax, excise duty, and cess which have not been deposited on account of any dispute.

Name of the Act Financial Year Amount of Demand Amount paid (In Rs.) under protest (In Rs.)

Income Tax Act, 1962 2010-2011 17,782 17,782

Name of the Act Forum where dispute is pending

Income Tax Act, 1962 CIT (Appeals) - VI Bangalore

c. According to the information and explanations given to us, there are no amounts 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 thereunder.

8. The company does not have any accumulated losses as at the end of the financial year. Further, the Company has not incurred any cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

9. Based on our audit procedures performed and according to the information and explanations given by the management, the company has not defaulted in the repayment of dues to any banks / financial institutions. Also, the company has not issued any debentures.

10. According to information given to us and based on the records and documents produced to us, the company has not given any security / guarantee for loan taken by others from banks/ financial institutions.

11. During the year covered under our audit, the company has taken a term loan. According to the information and explanations given to us, the term loan was utilized for the purpose for which it was availed.

12. 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 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 MSSV & CO. Chartered Accountants Firm Reg. No. 001987S

Place : Bangalore D. R. Venkatesh Date : May 30, 2015 Partner Membership No. 25087

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Mar 31, 2014

We have audited the accompanying Financial Statements of M/s Sunil Agro Foods Limited (''the company'') 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.

2. Management''s Responsibility for the Financial Statements

The 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 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the 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 mis-statement, whether due to fraud or error.

3. Auditor''s Responsibility

3.1 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 mis-statement.

3.2 An audit involves performing procedures to obtain audit evidence about the amounts and disclosure 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 the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of financial statements.

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

4. Qualifications

4.1 As per Accounting Policy number 2.8, the Company has valued the investments at cost. As on March 31, 2014 there is a fall in the value of investments to the extent of Rs.33.08 lakhs. The Company has created provision for fall in the value of investments only to the extent of Rs.0.91 lakhs in the earlier years. The impact of non- provision for the fall in the value of investments is,

- Profit is overstated to the extent of Rs.32.17 lakhs and investments are overstated to the same extent.

5. Opinion

Subject to the observation referred in Para 4.1 above, 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 Cash Flow Statement, of the cash flows for the year ended on that date.

6. Report on other Legal and Regulatory requirements

6.1 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 of the matters specified in paragraphs 4 and 5 of the Order.

6.2 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 purposes of our audit.

(b) 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;

(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 accounts;

(d) Subject to para 4.1 above, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section

211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 6.1 of our report of even date

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

1. In respect of Fixed Assets:

a) The company has maintained proper records showing particulars of fixed assets and has been updated.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. As informed to us, no material discrepancies were noticed on such physical verification.

c) The company has not disposed off substantial part of fixed assets during the year and therefore do not affect the going concern assumption.

2. In respect of its inventories:

a. As explained to us, inventories have 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 inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans secured or unsecured, granted or taken by the Company tofrom Companies, firms or other parties covered in the regis -ter maintained under Section 301 of the Companies Act, 1956.

a. As informed to us, during the year, the company has given the advance of Rs.7.45 lakhs to one party covered under register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year end balance of the said advance was Rs.68.33 lakhs (including interest accrued but not due).

b. In our opinion, the rate of interest, wherever applicable and other terms and conditions of loan are not, prima facie, prejudicial to the interest of the Company.

c. As per the terms understanding, no amount was due for repayment as on 31st March 2014.

d. Since there is no amount was outstanding as on March 31 2014, commenting on the steps taken for recovery does not arise.

e. During the year, company has taken loan from four parties amounting to Rs.264.23 lakhs and repaid to the extent of Rs.258.50 lakhs (including opening balance). The maximum balance outstanding at any time during the year was Rs.84.71lakhs. The year-end outstanding balance of loans is Rs.21.34 lakhs.

f. In our opinion and according to the information and explanations given to us in respect of loans taken by the Company, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

g. In respect of loans taken by the Company the payment of principal and interest is as per the understanding with the parties.

4. In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956;

a. According to the information and explanations provided by the management, we are of the opinion that the particulars of transactions made in pursuance of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs has been entered into during the financial year at a price which is reasonable having regard to prevailing market prices at the relevant time.

6. During the year, Company has not accepted any deposits from the public. Hence commenting on the compliance of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 does not arise.

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

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

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Investor Education and Protection Fund, Employees'' State Insurance, Sales Tax, Service Tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities though there is a delay in remittance of TDS in some cases.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty, provident fund, investor education and protection fund, Employees state insurance, service tax and cess and other undisputed statutory dues were outstanding, at the year end, for the period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty, cess and service tax which have not been deposited on account of any dispute.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the banks.

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

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore the provisions of Paragraph 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

14. The company is not dealing in or trading in shares, securities, and debentures. But in the earlier years, company has invested the funds to earn the income from investment. According to information and explanation given to us and in our opinion:

-The company has maintained the records for transactions and contracts entered into for purchase and sale of shares and Securities.

- Investments are in the company''s own name.

15. According to information given to us and based on the records and documents produced to us, during the financial year, company has not given guarantee for loan taken by others from banks or financial institutions. Hence commenting on the prejudicial to the interest of the company does not arise.

16. In our opinion, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short -term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence commenting on the prejudicial of issue price to the interest of the company does not arise.

19. During the year, the Company has not issued Debentures.

20. The Company has not raised any money by way of public issue during the year. Hence verification of the end use of the same does not arise.

21. 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 explanation given by the management, we report that no fraud on or by the company has been noticed during the course of our audit

For MSSV & CO. Chartered Accountants Firm Reg. No. 001987S

Place : Bangalore D. R. Venkatesh Date : 26th May, 2014 Partner Membership No. 25087

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Mar 31, 2012

1. Report on the Financial Statements

We have audited the accompanying Financial Statements of Sunil Agro Foods Limited which comprise the balance sheet as at March 31,2012 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 mis-statement, whether due to fraud or error.

3. Auditor's Responsibility

3.1 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 mis-statement.

3.2 An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error. In making 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 principles used and reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of financial statements.

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

4. Qualifications

4.1 As per Accounting Policy number 2.8, the Company has valued the investments at cost. As on March 31, 2012 there is a fall in the value of investments. The Company has not made provision for fall in the value of investments to the extent of Rs.35.55 lakhs and profit is overstated to the same extent.

4.2 As per Accounting Policy Number 2.9.1, the company has to value the liability for gratuity on actuarial basis. But, during the financial year company has not made the provision for gratuity which is contrary to accounting policy and accounting standard - 15(revised) - 'Employee Benefits' which requires the liability for gratuity need to be provided on actuarial basis. The effect of non-provision for liability for gratuity on financial statements is not ascertainable since the relevant information is not readily available.

5. Opinion

Subject to the observation referred in Para 4 above, 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, 2012;

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

6. Emphasis of Matter

We draw attention to Note No.25.13 of the financial statements regarding the fact that the balances of Sundry Creditors, Sundry Debtors, Loans and advances are subject to confirmation, reconciliation or adjustment, if any. ,

7. Report on other Legal and Regulatory requirements

7.1 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 of the matters specified in paragraphs 4 and 5 of the Order.

7.2 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 purposes of our audit.

(b) 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;

(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 accounts;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Act;

(f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Act 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.

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

1. In respect of Fixed Assets:

a) The company has maintained proper records showing particulars of fixed assets and has been updated.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. As informed to us, no material discrepancies were noticed on such physical verification.

c) The company has not disposed off substantial part of fixed assets during the year and therefore do not affect the going concern assumption.

2. In respect of its inventories:

a. As explained to us, inventories have 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 inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans secured or unsecured, granted or taken by the Company tofrom Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

a. As informed to us, during the year, the company has not granted any loans, secured or unsecured to companies, firms and other parties covered under register maintained under Section 301 ofthe Companies Act, 1956. Hence commenting on Paragraph 3(a) to 3(d) of the said order does not arise.

b. During the year, company has taken loan from two parties amounting to Rs.50.25 Lakhs and repaid to the extent of Rs.80.56 Lakhs to three parties. The maximum balance outstanding at any time during the year was Rs.66.70 lakhs. The year-end balance of loans taken from such parties was Rs.19.18 Lakhs.

c. In our opinion and according to the information and explanations given to us in respect of loans taken by the Company, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

d. In respect of loans taken by the Company the payment of principal and interest is as per the understanding with the parties.

4. In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. In respect of transactions covered under section 301 ofthe Companies Act, 1956;

a. According to the information and explanations provided by the management, we are of the opinion that the particulars of transactions made in pursuance of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs has been entered into during the financial year at a price which is reasonable having regard to prevailing market prices at the relevant time.

6. During the year, Company has not accepted any deposits from the public. Hence commenting on the compliance of Section 58Aand 58AAof the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 does not arise.

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

8. To the best of our Knowledge and as explained, the central government has not prescribed maintenance of Cost Records under clause (d) subsection (1) of section 209 of the Companies Act, 1956 for the products of the company.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Investor Education and Protection Fund, Employees' State Insurance, Sales Tax, Service Tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities though there is a delay in remittance of TDS in some cases.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty, provident fund, investor education and protection fund, Employees state insurance, service tax and cess and other undisputed statutory dues were outstanding, at the year end, for the period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty, cess and service tax which have not been deposited on account of any dispute.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the banks.

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

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore the provisions of Paragraph 4 (xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

14. The company is not dealing in or trading in shares, securities, and debentures. But company has invested the surplus funds to earn the income from investment. According to information and explanation given to us and in our opinion:

- The company has maintained the records for transactions and contracts entered into for purchase and sale of shares and Securities.

- Investments are in the company's own name.

15. According to information given to us and based on the records and documents produced to us, during the financial year, company has not given guarantee for loan taken by others from banks or financial institutions. Hence commenting on the prejudicial to the interest of the company does not arise.

16. In our opinion, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short -term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence commenting on the prejudicial of issue price to the interest of the company does not arise.

19. During the year, the Company has not issued Debentures.

20. The Company has not raised any money by way of public issue during the year. Hence verification of the end use of the same does not arise.

21. 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 explanation given by the management, we report that no fraud on or by the company has been noticed during the course of our audit.

For MSSV & CO.

Chartered Accountants

Firm Reg. No. 001987S

Place : Bangalore D. R. Venkatesh

Date : 24th May, 2012 Partner

Membership No. 025087

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. SUNIL AGRO FOODS LIMITED, as at March 31,2011 and also the Profit & 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) Order, 2003 (as amended), 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 paragraphs 4 and 5 of the said Order.

4. 4.1 As per Accounting Policy number.8 the

Company has valued the investments at cost. As on March 31, 2011 there is a fall in the value of investments. The Company has not made provision for fall in the value of investments to the extent offts. 29.75 lakhs and profit is overstated to the same extent.

4.2 As per Accounting Policy Number 9.1, the company has to value the liability for gratuity on actuarial basis. But, during the financial year company has not made the provision for gratuity which is contrary to accounting policy and accounting standard - 15(revised) - 'Employee Benefits' which requires the liability for gratuity need to be provided on acruarial basis. The effect of non provision for liability for gratuity on financial statements is not ascertainable since the relevant information is not readily available.

5. Further to our comments above, we report that:

5.1 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.

5.2 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;

5.3 The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

5.4 Subject to the observation referred in Para 4 above, in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards, referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

5.5 On the basis of written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31,2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

6. Subject to our comments as referred in Para 3 and 4 above, in our opinion and to the best of our information and according to the explanations given to us; the said accounts read together with the significant accounting policies & Notes to accounts thereon, gives 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 March 31, 2011;

(b) in the case of the Profit and Loss Account, of the Profit of the Company for the year then ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT Referred to in paragraph 3 of our report of even date

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

1. In respect of Fixed Assets:

a) The company has maintained proper records showing particulars of fixed assets and has been updated.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. As informed, no material discrepancies were noticed on such physical verification.

c) The company has not disposed off substantial part of fixed assets during the year and therefore do not affect the going concern assumption.

2. In respect of its inventories:

a. As explained to us, inventories have 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 inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

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

a. As informed, during the year, the company has not granted any loans, secured or unsecured to companies, firms and other parties covered under register maintained under Section 301 of the Companies Act, 1956. Hence commenting on Paragraph 3(a) to 3(d) of the said order does not arise.

b. During the year, company has taken loan from three parties amounting to Rs.36.24 Lakhs and repaid to the extent of Rs.54.04 Lakhs to three parties. The maximum balance outstanding at any time during the year was Rs.83.62 lakhs. The year-end balance of loans taken from such parties was Rs.51.71 Lakhs.

c. In our opinion and according to the information and explanations given to us in respect of loans taken by the Company, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

d. In respect of loans taken by the Company the payment of principal and interest is as per the understanding with the parties.

4. In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. In respect of transactions covered under section 301 of the Companies Act, 1956;

a. According to the information and explanations provided by the management, we are of the opinion that the particulars of transactions made in pursuance of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs has been entered into during the financial year at a price which is reasonable having regard to prevailing market prices at the relevant time.

6. During the year, Company has not accepted any deposits from the public. Hence commenting on the compliance of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975 does not arise.

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

8. To the best of our Knowledge and as explained, the central government has not prescribed maintenance of Cost Records under clause (d) subsection (1) of section 209 of the Companies Act, 1956 for the products of the company.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Investor Education and Protection Fund, Employees' State Insurance, Sales Tax, Service Tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty, provident fund, investor education and protection fund, Employees state insurance, service tax and cess and other undisputed statutory dues were outstanding, at the year end, for the period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty, cess and service tax which have not been deposited on account of any dispute.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the banks.

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

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore the provisions of Paragraph 4 (xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

14. The company is not dealing in or trading in shares, securities, and debentures. But company has invested the surplus funds to earn the income from investment. According to information and explanation given to us and in our opinion:

- The company has maintained the records for transactions and contracts entered into for purchase and sale of shares and Securities.

- Investments are in the companies own name.

15. According to information given to us and based on the records and documents produced to us, during the financial year, company has not given guarantee for loan taken by others from banks or financial institutions. Hence commenting on the prejudicial to the interest of the company does not arise.

16. In our opinion, the term loan has been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short -term basis have been used for long -term investment.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence commenting on the prejudicial of issue price to the interest of the company does not arise.

19. During the year, the Company has not issued Debentures.

20. The Company has not raised any money by way of public issue during the year. Hence verification of the end use of the same does not arise.

21. 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 explanation given by the management, we report that no fraud on or by the company has been noticed during the course of our audit.

For MSSV & CO. Chartered Accountants Firm Reg. No. 001987S

D.R.Venkatesh Partner Membership No. 25087

Place Bangalore Date 30th May, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Messrs SUNIL AGRO FOODS LIMITED, as at March 31,2010 and also the Profit & Loss Account and Cash Flow Statement 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 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), 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 paragraphs 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to above, we report that:

4.1 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.

4.2 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;

4.3 The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

4.4 Subject to the observation referred in Para 4.6 below, in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards, referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

4.5 On the basis of written representations received from the Directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31,2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

4.6 As per Accounting Policy number 8 the Company has valued the investments at cost. As on March 31, 2010 there is a fall in the value of investments. The Company has not made provision for fall in the value of investments to the extent of Rs. 21.64 lakhs and profit is overstated to the same extent.

4.7 Subject to our comments as referred in Para 3 and 4.6 above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant Accounting Policies & Notes to Accounts thereon, gives 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 March 31,2010;

(b) in the case of the Profit and Loss Account, of the Profit of the Company for the year then ended on that date; and

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

ANNEXURE TO AUDITORS REPORT Referred to in paragraph 3 of our report of even date

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

1. In respect of Fixed Assets:

a) The Company has maintained proper records showing particulars of fixed assets and has been updated.

b) As explained to us, the fixed assets have been physically verified by the Management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. As informed, no material discrepancies were noticed on such physical verification.

c) The Company has not disposed off substantial part of fixed assets during the year and therefore do not affect the going concern assumption.

2. In respect of its inventories:

a. As explained to us, inventories have 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 inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

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

a. As informed, during the year, the Company has not granted any loans, secured or unsecured to companies, firms and other parties covered under register maintained under Section 301 of the Companies Act, 1956. Hence commenting on para vs clause 3(a) to 3(d) of the said order does not arise.

b. During the year, the Company has taken loan from three parties amounting to Rs.64.34 Lakhs and repaid to the extent of Rs.79.26 Lakhs to three parties. The balance payable as on the balance sheet date is Rs. 70.85 Lakhs.

c. In our opinion and according to the information and explanations given to us in respect of loans taken by the Company, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

d. In respect of loans taken by the Company the payment of principal and interestas per the understanding of the parties.

4. In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods and services. During the course of our audit, no major weaknesses has been noticed in the internal control system in respect of these areas.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956;

a. According to the information and explanations provided by the Management, we are of the opinion that the particulars of transactions made in pursuance of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the Register maintained under Section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of -such contracts or arrangements exceeding the value of Rupees five lakhs has been entered into during the financial year at a price which is reasonable having regard to prevailing market prices at the relevant time.

6. During the year, the Company has not accepted any deposits from the public. Hence commenting on the compliance of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 does not arise.

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

8. To the best of our Knowledge and as explained, the Central Government has not prescribed maintenance of Cost Records under clause (d) subsection (1) of Section 209 of the Companies Act, 1956 for the products of the Company.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Service Tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty, provident fund, investor education and protection fund, Employees state insurance, service tax and cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty, cess and service tax which have not been deposited on account of any dispute.

10. The Company has no accumulated losses which is in excess of 50% of its net worth and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceeding financial year.

11. Based on our audit procedures and according to the information and explanations given by the Management, we are of the opinion that the Company has not defaulted in repayment of dues to the Banks.

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

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore the provisions of para vs clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, and debentures. But the Company has invested the surplus funds to earn the income from investment. According to information and explanations given to us and in our opinion:

- The Company has maintained the records for transactions and contracts entered into for purchase and sale of Shares and Securities.

- Investments are in the companies own name.

15. According to information given to us and based on the records and documents produced to us, during the financial year, the Company has not given guarantee for loan taken by others from banks or financial institutions. Hence commenting on the prejudicial to the interest of the Company does not arise.

16. In our opinion, term loan has been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long -term investment.**

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of the Companies Act, 1956. Hence commenting on paragraph 18 of Company Audit Report Order, 2003 does not arise.

19. During the year, the Company has not issued Debentures.

20. The Company has not raised any money by way of public issue during the year. Hence verification of the end use of the same does not arise.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the informations and explanations given by the Management, we report that no fraud on or by the Company has been noticed during the course of our audit.

For MSSV & CO.

Chartered Accountants

Firm Reg. No. 001987S

Place : Bangalore D. R. Venkatesh

Date : 31st July, 2010 Partner

Membership No. 25087