Auditor Report of JVL Agro Industries Ltd.

Mar 31, 2016

To

The Members of

JVL Agro Industries Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of JVL AGRO INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 31st March, 2016, and its profit and its 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, 2016 (''the Order'') issued by the Central Government in terms of Section 143(11) of the Act, we give in the "Annexure A" 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 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

(g) With respect to the matter to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit & 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 No.18.

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

iii. There amounts which were required to be transferred to the Investor Education and Protection Fund by the Company but not transferred are disclosed in financial statement- Refer to Note -40

Annexure ''A''to the Auditors'' Report

The Annexure referred to in our report to the members of JVL AGRO INDUSTRIES LIMITED (the ''Company'') for the year ended on 31.03.2016. We report that:

S. No.	Particulars	Auditors Remark
(i)	(a) whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.	The company has not yet maintained proper records showing full particulars including quantitative details and situation of fixed assets. Fixed Assets Register is under preparation.
	(b) whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account.	As explained to us the assets have been physically verified by the management during the year and according to the management no material discrepancy was found during such verification.
	(c) whether the title deeds of immovable properties are held in the name of the company. If not, provide the details thereof;	According to information and explanation given to us and on the basis of our examination of the records of the company on test check basis, the title deeds of immovable properties are held in the name of the company.
(ii)	whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so, whether they have been properly dealt with in the books of accounts;	The inventories have been physically verified during the year by the management, the frequency of verification is reasonable. As explained by management the discrepancies noticed between physical stock and the books records were not material.
(iii)	Whether the company has granted any loans, secured or unsecured to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013. If so.	According to information and explanation given to us the company has not given any loan to parties listed under section 189 of the Companies Act, 2013
	(a) whether the terms and conditions of the grant of such loans are not prejudicial to the company''s interest;	N.A.
	(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular;	N.A.
	(c) if the amount is overdue, state the total amount overdue for more than ninety days, and whether reasonable steps have been taken by the company for recovery of the principal and interest;	N.A.
(iv)	In respect of loans, investments, guarantees and security whether provisions of section 185 and 186 of the Companies Act, 2013 have been complied with. If not, provide the details thereof.	In our opinion and according to the information and explanations given to us by the management, the company has not made any loans, investments, guarantees, and security which attract section 185 and 186 of the Act.
(v)	in case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where applicable, have been complied with? If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?	The Company has not accepted any deposits from the public during the year
(vi)	where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 whether such accounts and records have been made and maintained;	In our opinion the company has made and maintained cost records under section 148 (1) of the Companies Act, 2013. We have not however made detailed examination of the records with a view of determining whether these are accurate or complete.
(vii)	(a) is the company 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 if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated.	According to the information and explanation given to us and on the basis of our examination of the records of the company, amount accrued in the books of account in respect of provident fund, Trade tax, income tax, custom duty, wealth tax, excise duty and cess have been regularly deposited during the year and there is no undisputed statutory dues which have not been deposited.

S. No.	Particulars	Auditors Remark
	(b) where dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).	Explained under note no. 18
(viii)	whether the company has defaulted in repayment of loans or borrowings to a financial institutions, bank, Government or dues to debenture holders? If yes, the period and amount of default to be reported.	Based on our audit procedure and according to the information and explanations given to us, we are of opinion that the company has not defaulted in repayment of dues to the financial institution and Banks.
(ix)	whether moneys raised by way of initial public offer or further public offer ( including debt instruments) and term loans where applied for the purpose for which those are raised. If not, the details together with delays or default and subsequent rectification, if any as may be applicable, be reported.	The company did not raise any money by way of initial public offer or further offer, the term loan taken has been applied for the purpose for which it raised.
(x)	whether any fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.	Based upon the audit procedure performed and the information and explanations given by the management, we report that no fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.
(xi)	whether managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act? If not, state the amount involved as steps taken by the company for securing refund of same.	According to information and explanation given to us and based on our examination of the records of the company, the company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of the section 197 read with schedule V of the Act.
(xii)	whether the Nidhi Company has complied with the Net Owned Fund to Deposits in the ration of 1:20 to meet out the liability and whether the Nidhi Company is maintaining ten per cent unencumbered term deposits as specified in the Nidhi Rules.2014 to meet out the liability.	In our opinion and according to the information and explanation given to us, the company is not Nidhi Company, hence paragraph 3(xii) of the order is not applicable
(xiii)	whether all transaction with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standard.	According to the information and explanation given to us and based on our examination of the records of the company, transaction with related parties are in compliance with section 177 and 188 of the Act, and transaction have been disclosed in Note -43.
(xiv)	whether the company has made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and if so, as to whether the requirement of sec 42 of the Companies Act, 2013 have been complied with and the amount raised have been used for the purposes for which the funds were raised. If not, provide the details in respect of the amount involved and nature of non-compliances.	According to the information and explanation given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv)	whether the company has entered into any non-cash transactions with directors or persons connected with him and if so, whether the provisions of section 192 of Companies Act, 2013 have been complied with.	According to the information and explanation given to us and based on our examination of the records of the company, the company has not entered into non-cash transaction with directors or persons connected with him.
(xvi)	whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and if so, whether the registration has been obtained.	The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934

For Singh Dikshit & Co.

Chartered Accountants

Firm''s Registration No.07555C

Place of Signature: Varanasi Ranjish Vishwakarma

Date: 17th day of Sep, 2016 Membership No. 404363

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Mar 31, 2015

We have audited the accompanying standalone financial statements of JVL AGRO INDUSTRIES 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.

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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 31st March, 2015, and its profit and its 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 ('the Order') issued by the Central Government in terms of Section 143(11) of the Act, we give in the "Annexure A" 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 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of examination of the financial transactions & other related matters of the company, we have not found any observation or matters which may have adverse effect on the company.

(f) On the basis of the written representations received from the directors as on 31st 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.

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

(h) With respect to the matter to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit & Auditors) Rules,2014, refer to our separate report in "Annexure A"

The Annexure referred to in our report to the members of JVL AGRO INDUSTRIES LIMITED (the 'Company') for the year ended on 31.03.2015. We report that:

(i) (a) whether the company is maintaining proper records showing full particulars, The company has not yet maintained proper records showing including quantitative details and situation of fixed assets. full particulars including quantitative details and situation of fixed assets. Fixed Assets Register is under preparation.

(b) whether these fixed assets have been physically verified by the management As explained to us the assets have been physically verified at reasonable intervals; whether any material discrepancies were noticed on by the management during the year and according to the such verification and if so, whether the same have been properly dealt with management no discrepancy was found during such in the books of account. verification.

(ii) (a) whether physical verification of inventory has been conducted at reasonable The inventories have been physically verified during the intervals by the management. year by the management, the frequency of verification is reasonable.

(b) are the procedures of physical verification of inventory followed by the procedures of physical verification of inventories followed management reasonable and adequate in relation to the size of the company by the management are reasonable and adequate in relation and the nature of its business. If not, the inadequacies in such procedures to the size of the company and the nature of its business. should be reported.

(c) whether the company is maintaining proper records of inventory and On the basis of our examination of the records of inventory, whether any material discrepancies were noticed on physical verification we are of opinion that the Company is maintaining proper and if so, whether the same have been properly dealt with in the books of records of its inventories. The discrepancies noticed between account. physical stock and the books records were not material.

(iii) Whether the company has granted any loans, secured or unsecured to companies, The company has neither taken nor given any loan from/ firms or other parties covered in the register maintained under section 189 of the two parties listed under section 189 of the Companies Act, Companies Act. If so. 2013.

(a) whether receipt of the principal amount and interest are also regular N.A.

(b) if overdue amount is more than rupees one lacs, whether reasonable steps N.A. have been taken by the company for recovery of the principal and interest.

(iv) Is there an adequate internal control system commensurate with the size of the In our opinion and according to the information and company and the nature of its business, for the purchase of inventory and fixed explanations given to us, there is generally an adequate assets and for the sale of goods and services. Whether there is a continuing internal control procedure commensurate with the size of the failure to correct major weaknesses in internal control system. company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, we have not observed major weaknesses in the internal controls. (v) In case the company has accepted deposits, whether the directives issued by The Company has not accepted any deposits from the public the Reserve Bank of India and the provisions of sections 73 to 76 or any other during the year. relevant provisions of the Companies Act and the rules framed there under, where applicable, have been complied with? If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not? (vi) Where maintenance of cost records has been specified by the Central Government In our opinion the company has made and maintained under sub-section (1) of section 148 of the Companies Act, whether such cost records under section 148 (1) of the Companies Act, accounts and records have been made and maintained; 2013. We have not however made detailed examination of the records with a view of determining whether these are accurate or complete.

(vii) (a) is the company regular in depositing undisputed statutory dues including According to the information and explanation given to us, provident fund, employees' state insurance, income-tax, sales-tax, wealth there are no dues of Trade tax, income tax, custom duty, tax, service tax, duty of customs, duty of excise, value added tax, cess and wealth tax, excise duty and cess which have not been any other statutory dues with the appropriate authorities and if not, the deposited. extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.

(b) in case dues of income tax or sales tax or wealth tax or service tax or duty Explained under note no. 18. of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned.

(A mere representation to the concerned Department shall not constitute a dispute).

(c) whether the amount required to be transferred to investor education and Refer to Note- 41 of financial statement. protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

(viii) whether in case of a company which has been registered for a period not less The Company has no accumulated losses at the end of the than five years, its accumulated losses at the end of the financial year are not less year. The Company has not incurred cash losses during the than fifty per cent of its net worth and whether it has incurred cash losses in such five year as well as in immediately preceding financial year. financial year and in the immediately preceding financial year.

(ix) Whether the company has defaulted in repayment of dues to a financial Based on our audit procedure and according to the institution or bank or debenture holders? If yes, the period and amount of default information and explanations given to us, we are of opinion to be reported. that the company has not defaulted in repayment of dues to the financial institution and banks.

(x) whether the company has given any guarantee for loans taken by others from According to information and explanation given to us, the bank or financial institutions, the terms and conditions whereof are prejudicial to company has not given guarantee for the loan taken by the interest of the company. others from banks.

(xi) whether term loans were applied for the purpose for which the loans were The term loans have been utilized for the purpose for which obtained. they were taken.

(xii) whether any fraud on or by the company has been noticed or reported during the Based upon the audit procedure performed and the year; If yes, the nature and the amount involved is to be indicated. 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 Singh Dikshit & Co.

Chartered Accountants

Firm's Registration No.007555C

Ranjish Vishwakarma

Place of Signature: Kolkata Membership No. 404363

Date: 30th day of May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of JVL Agro Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year that 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 notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013 and in accordance with the accounting principles generally accepted in India.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, 2014

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

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

Report on Other Legal and Regulatory Requirements

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, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Note No. 37 regarding different parties balances taken in accounts and read together with other notes, give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India.

The Annexure referred to in paragraph 1 of Our Report of even date to the members of JVL Agro Industries Limited on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. The company has not yet maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us the assets have been physically verified by the management during the year and according to the management no discrepancy was found during such verification. Fixed Assets Register is under preparation. Addition during the year has been taken as certified by the management. Based on the information and explanation given to us and on the basis of audit procedure performed by us, substantial part of fixed assets have not been disposed off during the year.

2. (a) The inventories have been physically verified during the year by the management, the frequency of verification is reasonable.

(b) 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) On the basis of our examination of the records of inventory, we are of opinion that the Company is generally maintaining proper records of its inventories. The discrepancies noticed between physical stock and the books records were not material.

3. (a) The company has neither taken nor given any loan from/ to parties listed under section 301 of the Companies Act, 1956.

(b) There is a due to wholly owned subsidiary of the company without any stipulation. Due at the year end is H 2.06 Crore (previous year H 1.93 Crore).

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, we have not observed major weaknesses in the internal controls.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to information & explanations given to us, transaction were made in pursuance of contract or arrangement entered into the register maintained under section 301 and exceeding the value of five lacs in respect of each party during the year, which as per management are at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public during the year.

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

8. (a) According to the records of the company and information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed amounts payble in respect of Provident Fund, Investor Education & Protection Fund, E.S.I., Income Tax, Trade Tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable except as mentioned under Note No.41.

(b) According to the information and explanation given to us, there are no dues of Trade tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute except as mentioned under Note No. 18.

9. In our opinion the company has made and maintained cost records under section 209 (1)(d) of the Companies Act,1956. We have not however made detailed examination of the records with a view of determining whether these are accurate or complete.

10. The Company has no accumulated losses at the end of the year. The Company has not incurred cash losses during the five year as well as in immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanations given to us, we are of opinion that the company has not defaulted in repayment of dues to the financial institution and Banks.

12. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (AuditorRs.s Report) Order, 2003 are not applicable to the company.

13. Based on our examination of the record and information and explanation given to us, proper record have been maintained for dealing in Shares & Other Securities and timely entries have been made in those records. We also report that the company has held the Shares & Securities in its own name.

14. Based on documents and records produced to us and information and explanation given, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

15. According to information and explanation given to us, the company has given guarantee for the loan taken by others (Agriculturist) from banks, the term and conditions were are stated to be not prima facie prejudicial to the interest of the company.

16. The term loans have been utilized for the purpose for which they were taken.

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 the funds raised on short-term basis have not been used for long-term investment.

18. According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures during the year.

19. According to the information and explanation given to us, there is no public issue by the company during the year.

20. Based upon the audit procedure performed and 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 SINGH DIKSHIT & CO. CHARTERED ACCOUNTANTS

FRN: 007555C

RANJISH VISHWAKARMA

(PARTNER)

M. No. :404363

Part - 5, 1st Floor, South Block

Place: Varanasi Hathua Market, Chetganj

Date: 30th day of May 2014 Varanasi - 221001.

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of JVL Agro Industries Limited ("the Company"), which comprise the Bal- ance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year that ended, and a summary of significant accounting policies and other explanatory informa- tion.

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, fi- nancial 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 respon- sibility 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 state- ments 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 rea- sonable 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 state- ments in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropri- ateness 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 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, 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.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Note No. 38 regarding different parties balances taken in accounts and read together with other notes, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

The Annexure referred to in paragraph 1 of Our Report of even date to the members of JVL Agro Industries Limited on the accounts of the Company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. The Company has not yet maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us the assets have been physically verified by the management during the year and according to the management no discrepancy was found during such verification. Fixed Assets Register is under preparation. Addition during the year has been taken as certified by the management. Based on the information and explanation given to us and on the basis of audit procedure performed by us, substantial part of fixed assets have not been disposed off during the year.

2. (a) The inventories have been physically verified during the year by the management, the frequency of verification is reasonable. As informed and explained by the management, during the year the Company has found excess inventory of Rs.7.38 Crore than recorded in stock register.

(b) 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) On the basis of our examination of the records of inventory, we are of opinion that the Company is generally maintaining proper records of its inventories. The discrepancies noticed between physical stock and the books records were not material.

3. (a) The Company has neither taken nor given any loan from/to parties listed under section 301 of the Companies Act, 1956.

(b) There is dues to wholly owned subsidiary of the Company without any stipulation. Due at the year end is Rs.1.93 Crore. In previous year company had given loan and balance at previous year end was Rs.5.59 Crore.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, we have not observed major weaknesses in the internal controls.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to information & explanations given to us, transaction were made in pursuance of contract or arrangement entered into the register maintained under section 301 and exceeding the value of five lacs in respect of each party during the year, which as per management are at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public during the year.

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

8. (a) According to the records of the Company and information and explanation given to us, the Company is regular in depositing with appropriate authorities undisputed amount payable in respect of Provident Fund, Investor and Protection Fund, E.S.I., Income Tax, Trade Tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable.

(b) According to the information and explanation given to us, there are no dues of Trade tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute except as mentioned under Note No. 19.

9. In our opinion the Company has made and maintained cost records under section 209 (1)(d) of the Companies Act,1956. We have not however made detailed examination of the records with a view of determining whether these are accurate or complete.

10. The Company has no accumulated losses at the end of the year. The Company has not incurred cash losses during the five year as well as in immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanations given to us, we are of opinion that the Company has not defaulted in repayment of dues to the financial institution and Banks.

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

13. Based on our examination of the record and information and explanation given to us, proper record have been maintained for dealing in Shares & Other Securities and timely entries have been made in those records. We also report that the Company has held the Shares & Securities in its own name.

14. Based on documents and records produced to us and information and explanation given, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

15. According to information and explanation given to us, the Company has given guarantee for the loan taken by others (Agriculturist) from banks, the term and conditions were are stated to be not prima facie prejudicial to the interest of the Company.

16. The term loans have been utilised for the purpose for which they were taken.

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 the funds raised on short-term basis have not been used for long-term investment.

18. The Company has made allotment of 2,75,00,000 Equity Shares out of which 40,00,000 shares were allotted to parties and companies covered under section 301 of the Companies Act, 1956 pursuant to conversion of Preferential warrant into equity shares, which are not prejudicial to the interest of the Company. Please refer Note No. 5.

19. According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any debentures during the year.

20. According to the information and explanation given to us, there is no public issue by the Company during the year.

21. Based upon the audit procedure performed and 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 SINGH DIKSHIT & CO.

CHARTERED ACCOUNTANTS

FRN: 007555C

RANJISH VISHWAKARMA

Place: Varanasi PARTNER

Date: 30.05.2013 M. No. :404363

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s JVL Agro Industries Limited as at 31st March, 2012 and the Statement of Profit & Loss of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the CompanyRs.s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the 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 issued by Company Law Board in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to information and explanation given to us during the course of the audit, We enclose the Annexure hereto the statement on the matter specified in paragraphs 4 and 5 of the order.

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

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

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

iii. The Balance Sheet and Statement of Profit and Loss dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Statement of Profit and Loss Account dealt with by this report comply with the accounting standards.

v. On the basis of written representations received from the directors taken on record by the Board of Directors, we report that none of the directors are disqualified from being appointed as 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 accounts subject to Note No. 38 regarding different parties balances taken in accounts and read together with other notes, give the information required by the Companies Act, 1956 in the manner so required and give a true & 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.

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

(c) In the case of Cash Flow Statements the cash flow statement for the year ended on that date.

Annexure to the Auditor's Report (Referred to in Paragraph 3 of our report of even date for the year ended 31st March 2012)

1. The company has not yet maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us the assets have been physically verified by the management during the year and according to the management no discrepancy was found during such verification. Fixed Assets Register is under preparation. Addition during the year has been taken as certified by the management. Based on the information and explanation given to us and on the basis of audit procedure performed by us, substantial part of fixed assets have not been disposed off during the year.

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

(b) 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) On the basis of our examination of the records of inventory, we are of opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stock and the books records were not material.

3. (a) The company has neither taken nor given any loan from/to parties listed under section 301 of the Companies Act, 1956.

(b) The company has given interest free loan to a wholly owned subsidiary of the company without any stipulation. As per management loan is repayable on demand. Maximum amount outstanding during the year Rs. 6.55 Crore and the year end balance is Rs. 5.59 Crore.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods.

During the course of our audit, we have not observed major weaknesses in internal controls.

5. (a) Based on the audit procedure applied by us and according to the information and explanations provided by the management, the transaction that needs to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, transactions were made in pursuance of contracts or arrangement entered in the registers maintained under Section 301 and exceeding the value of five lacs in respect of each party during the year, which as per management are at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposit from public during the year.

7. In our opinion, the Company has an Internal Audit System commensurate with the size and nature of its business.

8. (a) According to the records of the company and information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues in respect of Provident Fund, Investor and Protection Fund, E.S.I., Income Tax, Trade Tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable.

(b) According to the information and explanation given to us, there are no dues of Trade tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute except as mentioned under Note No. 19.

9. In our opinion the company has made and maintained cost records under section 209 (1)(d) of the Companies Act,1956. We have not however made detailed examination of the records with a view of determining whether these are accurate or complete.

10. The Company has no accumulated losses at the end of the year. The Company has not incurred cash losses during the five year as well as in immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanations given to us, we are of opinion that the company has not defaulted in repayment of dues to the financial institution and Banks.

12. In our opinion and according to the information and explanations given to us, section 441 A of Sick Industrial Company not applicable to company.

13. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (AuditorRs.s Report) Order, 2003 are not applicable to the company.

14. Based on our examination of the record and information and explanation given to us, proper record have been maintained for dealing in Shares & Other Securities and timely entries have been made in those records. We also report that the company has held the Shares & Securities in its own name.

15. Based on documents and records produced to us and information and explanation given, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

16. According to information and explanation given to us, the company has given guarantee for the loan taken by others (Agriculturist) from banks, the term and conditions are stated to be not prima facie prejudicial to the interest of the company.

17. The term loans have been utilized for the purpose for which they were taken.

18. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the funds raised on short-term basis have not been used for long-term investment.

19. The company has made allotment of 1,20,00,000 Equity Shares to parties and companies covered under section 301 of the Companies Act, 1956 pursuant to conversion of Preferential Warrant into equity shares, which are not prejudicial to the interest of the company. Please refer to Note No. 5. After the allotment of above shares Rs. 25,31,25,000.00 is remaining as application money in preferential warrant account as on 31st –March-2012

20. According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures during the year.

21. According to the information and explanation given to us, there is no public issue by the company during the year.

22. Based upon the audit procedure performed and 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 SINGH DIKSHIT & CO.

(CHARTERED ACCOUNTANTS)

Firm's ICAI Reg. No.007555C

-SD- (RANJISH VISHWAKARMA) PARTNER M.No. 404363

Firm Registration No. 007555C

Part-5, 1st Floor, South Block

Place: Varanasi Hathua Market, Chetganj

Dated: 3rd day of September, 2012 Varanasi - 221001

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Mar 31, 2011

1. We have audited the attached Balance Sheet of JVL Agro Industries Ltd, as at 31st March, 2011 and also the Annexed Profit and Loss Account of the Company 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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. 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.

4. 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 the books of the company.

5. The Balance Sheet and Profit and Loss Account dealt with by the Report are in agreement with the books of Accounts of the company.

6. In our opinion, Profit & Loss Account and Balance Sheet are prepared in accordance with the applicable accounting standards.

7. On the basis of the written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified from being appointed as a Director in terms of section 274 (1) (g) of the Companies Act, 1956.

8. In our opinion and to the best of our information and according to the explanations given to us, the said account subject to Note No. 4 of Schedule 16 regarding different parties balances taken in account and read together with other notes thereon, give the information required by the Companies Acts, 1956 in the manner so required and give a true and fair view in conformation with the accounting principles generally accepted in India.

i) In the case of Balance Sheet of the state of affairs of the company as at 31st March, 2011 and

ii) In the case of Profit & Loss Account of the profit for the year ended on that date.

iii) In the case of Cash Flow Statement of the Cash Flows for the year ended on that date.

9. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in Terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, we further state that :-

i) The company has not yet maintained proper records showing full particulars including quantitative details and situation of fixed assets, which have been physically verified by the management and according to the management no discrepancy was found on such verification. Fixed assets register is under preparation. Addition during the year has been taken as certified by the management. Based on the information and explanations given to us and on the basis of audit procedures performed by us, substantial part of fixed assets have not been disposed off during the year.

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

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

c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records were not material.

iii) a) The Company has given interest free loan to a wholly owned subsidiary of the company without any stipulation. As per management loan is repayable on demand. Maximum amount outstanding during the year Rs.6.55 Crore and the year end balance is Rs.6.55 Crore.

b) The company has neither taken nor given any loan from/to any other parties listed u/s 301 of The Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

v) a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions 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, transactions were made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and exceeding the value of five lacs in respect of each party during the year, which as per management are at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public during the year.

vii) In our opinion, the Company has an Internal Audit System commensurate with the size and nature of its business.

viii) In our opinion, the Company has made and maintained cost records under 209 (1) (d) of the Companies Act, 1956. We have not however made a detailed examination of the record with a view of determining whether these are accurate or complete.

ix) a) According to the records of the company and information and explanations given to us, the Company is regular in depositing with appropriate authorities, undisputed amounts payable in respect of Provident Fund, Investor and Protection Fund, E.S.I., Income Tax, Sales Tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable.

b) According to the records of the company and information and explanations given to us, there are no dues of Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty / cess which have not been deposited on account of any dispute except as mentioned under note no 6 of Schedule 16.

x) The Company has no accumulated losses at the end of the year. The Company has not incurred cash losses during the year as well as in immediately preceding financial year.

xi) Based on our audit procedures and information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, Bank wherever applicable.

xii) According to the information and explanations given to us, the Company has not granted any loan against security and hence maintenance of adequate records for such securities does not arise.

xiii) Based on our examination of the records and information and explanations given to us, proper records have been maintained for dealing in Shares & Other securities and timely entries have been made in those records. We also report that the Company has held the Shares & Securities in its own name, except some of the shares, which are under transfer.

xiv) According to the information and explanations given to us, the Company has given guarantees for the loans taken by others (agriculturists) from banks , the terms and conditions where of are Stated to be not prima facie prejudicial to the interest of the company.

xv) The term loans have been applied for the purpose for which they were taken.

xvi) Based on our examination of the records and information and explanations given to us, the Funds raised on Short Term basis have not been used for long term investment and vice-versa.

xvii) The Company has not made preferential allotment of Equity Shares during the year. However application money received for 2,80,00,000 preferential warrants convertible into equity shares from the parties listed u/s 301 of The Companies Act, 1956, which are not prejudicial to the interest of the company. Please refer note no.10 of schedule 16.

xviii)The Company has not issued any debentures during the year.

xiv) The Company has not raised any money by public issue during the year.

xx) Based upon the audit procedures performed and the information and explanation given by the management we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Garg & Company For Singh Dikshit & Co.

Chartered Accountants Chartered Accountants

(Firm Reg. No.-305104E) (Firm Reg. No.-007555C)

G.C. Agarwal Ranjish Vishwakarma

Partner Partner

Membership No. 52463 Membership No. 404363

27A, Waterloo Street Part-5, First Floor,

Kolkata - 700 069 Hathua Market,Chetganj

Varanasi - 221001

Dated : The 3rd day of September, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of JVL Agro Industries Ltd, as at 31st March, 2010 and also the Annexed Profit and Loss Account of the Company 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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. 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.

4. 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 the books of the company.

5. The Balance Sheet and Profit and Loss Account dealt with by the Report are in agreement with the books of Accounts of the company.

6. In our opinion, Profit & Loss Account and Balance Sheet are prepared in accordance with the applicable accounting standards.

7. On the basis of the written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified from being appointed as a Director in terms of section 274 (1) (g) of the Companies Act, 1956.

8. In our opinion and to the best of our information and according to the explanations given to us, the said account subject to Note No. 4 of Schedule 16 regarding different parties balances taken in account and read together with other notes thereon, give the information required by the Companies Acts, 1956 in the manner so required and give a true and fair view in conformation with the accounting principles generally accepted in India.

i) In the case of Balance Sheet of the state of affairs of the company as at 31st March, 2010 and

ii) In the case of Profit & Loss Account of the profit for the year ended on that date.

iii) In the case of Cash Flow Statement of the Cash Flows for the year ended on that date.

9. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in Terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, we further state that :-

i) The company has not yet maintained proper records showing full particulars including quantitative details and situation of fixed assets, which have been physically verified by the management and according to the management no discrepancy was found on such verification. Fixed assets register is under preparation. Addition during the year has been taken as certified by the management. Based on the information and explanations given to us and on the basis of audit procedures performed by us, substantial part of fixed assets have not been disposed off during the year.

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

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

c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records were not material.

iii) a) The Company has given interest free loan to a wholly owned subsidiary of the company without any stipulation. As per management loan is repayable on demand. Maximum amount outstanding during the year ? 9.50 crore and the year end balance is f 6.55 crore.

b) The company has neither taken nor given any loan from/to any other parties listed u/s 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to

the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

v) a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions 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, transactions were made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and exceeding the value of five lacs in respect of each party during the year, which as per management are at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public during the year.

vii) In our opinion, the Company has an Internal Audit System commensurate with the size and nature of its business.

viii) In our opinion, the Company has made and maintained cost records under 209 (1) (d) of the Companies Act, 1956. We have not however made a detailed examination of the record with a view of determining whether these are accurate or complete.

ix) a) According to the records of the company and information and explanations given to us, the Company is regular in depositing with appropriate authorities, undisputed amounts payable in respect of Provident Fund, Investor and Protection Fund, E.S.I., Income Tax, Sales Tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable.

b) According to the records of the company and information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty / cess which have not been deposited on account of any dispute except as mentioned under note no 6 of Schedule 16.

x) The Company has no accumulated losses at the end of the year. The Company has not incurred cash losses during the year as well as in immediately preceding financial year.

xi) Based on our audit procedures and information and explanations given by the management, we are of the

opinion that the company has not defaulted in repayment of dues to a financial institution, Bank wherever applicable.

xii) According to the information and explanations given to us, the Company has not granted any loan against security and hence maintenance of adequate records for such securities does not arise.

xiii) Based on our examination of the records and information and explanations given to us, proper records have been maintained for dealing in Shares & Other securities and timely entries have been made in those records. We also report that the Company has held the Shares & Securities in its own name, except some of the shares, which are under transfer.

xiv) According to the information and explanations given to us, the Company has given guarantees for the loans taken by others (agriculturists) from banks, the terms and conditions where of are Stated to be not prima facie prejudicial to the interest of the company.

xv) The term loans have been applied for the purpose for which they were taken.

xvi) Based on our examination of the records and information and explanations given to us, the Funds raised on Short Term basis have not been used for long term investment and vice-versa.

xvii) The Company has converted 53,44,000 Warrants into Equity Shares during the year, which were issued on Preferential basis and includes 25,00,000 Equity Shares issued to parties listed u/s 301 of The Companies Act, 1956, which are not prejudicial to the interest of the company.

xviii)The Company has not issued any debentures during the year.

xix) The Company has not raised any money by public issue during the year.

xx) Based upon the audit procedures performed and the information and explanation given by the management we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Garg & Company

Chartered Accountants

27-A, Waterloo Street, G. C. Agarwal

Kolkata - 700 069 Partner

Date: September 4, 2010 Membership No.: 52463