Auditor Report of Suryo Foods & Industries Ltd.

Mar 31, 2024

We have audited the financial statements of Suryo Foods and Industries Limited (“the
Company”), which comprise the Balance Sheet as at 31^st March 2024, and the Statement of
Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity
and Statement of Cash Flows for the year then ended, and notes to the financial statements
including a summary of significant accounting policies and other explanatory information.

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 Companies Act,
2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the
Indian Accounting Standards prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs of the Company as at 31^st March
2024, and its Loss, total comprehensive income, changes in equity and its cash flows and the
for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statement in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further described in the Auditor’s Responsibilities
for the Audit of the Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India (“ICAI’’) together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Companies Act, 2013 and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion on the financial
statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significant in our audit of the financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. We have
determined that there are no key audit matters to communicate in our report except that there
is no revenue from operations during the reported financial year.

Other Information

The Company’s Board of Directors is responsible for the other information. The other
information comprises the information included in the Directors Report and Corporate

Governance Report but does not include the financial statements, consolidated financial
statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we will not
express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated.

If based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this
regard.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements
that give a true and fair view of the financial position, financial performance, total
comprehensive income, changes in equity and cash flows of the Company in accordance with
accounting principles generally accepted in India, including the Indian Accounting Standards
specified under section 133 of the Act,read with rule 7 of Companies (Accounts) Rules, 2014
and the Companies (Indian Accounting Standards) Rules, 2015, as amended. This
responsibility 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
implementation and maintenance of 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.

In preparing the financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters relatedto going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting
process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)® of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work and in evaluating the results of
our work; and (ii) to evaluate the effect of any identified misstatements in the financial
statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the current

period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. 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, Statement of Changes in Equity 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 Indian Accounting
Standards prescribed under Section 133 of the Act read with Rule 7 of Companies
(Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March,
2024 taken on record by the Board of Directors, none of the directors is disqualified as on
31st March, 2024 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 A”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with
the requirements of section 197(16) of the Act, as amended: In our opinion and to the best
of our information and according to the explanations given to us, the remuneration
paid/provided by the Company to its directors during the year is in accordance with the
provisions of section 197 of the Act.

(h) 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.

ii. Provision has been made in the financial statements as required under the applicable
law or accounting standards, for material foreseeable losses, if any, on long term
contracts including derivative contracts

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

2. 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 “Annexure B” a
statement on the matters specified in paragraphs 3 and 4 of the Order.

For SANJIT MOHANTY & CO
Charted Accountants
ICAI Firm Registration No. 328858E

Date: 29.05.2024
Place: Bhubaneswar

UDIN:24312697BKCSDW4360 Sd/-

Ratan Kumar Dash
Partner

Membership No. 312697

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Mar 31, 2015

We have audited the accompanying standalone financial statements of Suryo Foods & Industries Limited ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year ended on that date, and a summary of 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 and presentation 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.

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, 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.

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 of India in terms of sub-section (11) of section 143 of the Companies Act 2013, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(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 no pending litigations on its financial position in its financial statements

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

There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

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

(b) As explained to us, the fixed assets have been physically verified by the Management in phased periodic manner, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such verification

(c) Fixed assets disposed off during the year were not substantial, and therefore, don't affect the going concern assumption.

2. In respect of its Inventories:

(a) As explained to us, Stocks have been physically verified by the management at regular interval during the year. The frequency of verification is reasonable.

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

(c) The company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to book records.

3. (a) The Company has not granted any loan during the year to the Related parties covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 4(iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(c) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

4. In our opinion and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. We have not observed any major weaknesses in internal control system of the Company.

5. The Company has not accepted deposits from the public and in our opinion and according to the information and explanation given to us,

6. According to information and explanations given to us, the company is not applicable maintaining cost records as prescribed by Central Government under section 148(1) of the Act, for the products of company.

7. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

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

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013 and rules there under has been transferred to such fund within time.

8 The company has no accumulated losses at the end of the financial year and has incurred cash profit of Rs. 22,27,953.00 during the financial year covered by our audit and in the immediately preceding financial year.

9 The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

10 In our opinion and according to the information and explanations given to us, the Company The Company has given guarantee for loans taken by its sister concern from banks or financial institutions.

11 The Company has raised term loan Rs. Nil during the year and the same has been applied for the purpose for which they were raised.

12 According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For SRB & Associates Chartered Accountants Firm Regd. No: 310009E

Sd/- A.K.Patra Bhubaneswar Partner 22nd May, 2015 M.N-088484

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Mar 31, 2014

We have audited the accompanying financial statements of M/s Suryo Foods & Industries Limited ("the Company") which comprise the Balance Sheet as at 31 March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

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''). 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 the 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 read together with the Accounting Policies and Notes on Accounts thereon 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2014;

(ii) in the case of the Statement of Profit and Loss, of the Loss for the year ended on that date; and

(iii) 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''), as amended, 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 said 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, Profit and Loss and Cash Flow Statement read together with the Accounting Policies and Notes on Accounts thereon comply with the accounting standards referred to in subsection (3C) of section 211 of the Act; and

e. On the basis of the written representations received from the directors, as on March 31, 2014, and taken on record by the Board of Directors, we report that none of the directors are 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.

ANNEXURE TO THE AUDITORS'' REPORT (REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE)

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

(b) As explained to us, physical verification of fixed Assets have been conducted by the Management during the period. As explained to us, no material discrepancies have been noticed during such physical verification.

(c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year hence it will not affect the going concern.

(ii) (a) As the Company has suspended all its activity therefore the provisions of sub-clause (a), (b)

and (c) of Paragraph 4 (ii) of the Order is not applicable to the Company.

(iii) (a) The Company has not granted any loans, secured or unsecured to Companies, Firms or other

parties listed in the register maintained under Section 301 of the Companies Act. 1956 therefore the provisions of sub-clause (a), (b), (c) and (d) of Paragraph 4 (iii) of the Order is not applicable to the Company.

(e) The company has not taken any loan secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 therefore the provisions of sub-clause (e), (f) and (g) of Paragraph 4 (iii) of the Order is not applicable to the Company.

(iv) In our opinion, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. In our opinion, there is no continuing failure to correct major weaknesses in internal control.

(v) (a) To the best of our knowledge and belief and according to the information and explanations

given to us, we are of the opinion that the particulars of the contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under this section.

(b) Transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

(vi) The company has not accepted any deposits from the public which attract the directives issued by Reserve Bank of India and provisions of Section 58A, 58AA or any other relevant provisions of the Act and Rules framed there under.

(vii) In our opinion, the Company has not an internal audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost record under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956, therefore paragraph 4 (viii) of the Order is not applicable.

(ix) (a) On the basis of our examination of records and according to the information and explanations

given to us, the company regular in depositing undisputed statutory dues with the appropriate authorities.

(b) According to the information and explanation given to us there were undisputed amount payable in respect of Sales Tax amounting to Rs.12,36,004/- which is pending for payment for more than 6 months as on 31.03.2014.

(x) The Company has accumulated losses of Rs.103,456,541/- at the end of the financial year. However it has not incurred cash loss during the year under audit.

(xi) The Company has not taken any loan from financial institution or bank or bondholders therefore paragraph 4 (xi) of the Order is not applicable.

(xii) The Company has not granted any loans or advances against pledge of shares, debentures and other securities therefore paragraph 4 (xii) of the Order is not applicable.

(xiii) The provisions of the special statute applicable to chit fund and nidhi/mutual benefit fund/society are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments and therefore paragraph 4 (xiv) of the Order is not applicable.

(xv) According to the information and explanation given to us the Company has not given any guarantee for loan taken by others from bank or financial institution therefore paragraph 4 (xv) of the Order is not applicable.

(xvi) According to the information and explanation given to us the Company has not taken any term loan therefore paragraph 4 (xvi) of the Order is not applicable.

(xvii) According to the information and explanation given to us we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

(xviii) The Company has not made preferential allotment of shares to the parties covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debenture therefore paragraph 4 (xix) of the Order is not applicable.

(xx) The Company has not raised any money by way of public issue during the year therefore paragraph 4 (xx) of the Order is not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.



For SRB & Associates Chartered Accountants [FRN No. 310009E]

Sd/- A. K. Patra Partner M. No. 088484

Place: Bhubaneswar Date: 2nd May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Suryo Foods & Industries Limited (''the Company'') which comprise the Balance Sheet as at 31 March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

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''). 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 the 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 read together with the Accounting Policies and Notes on Accounts thereon 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:

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

(ii) in the case of the Statement of Profit and Loss, of the Loss for the year ended on that date; and

(iii) 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 Order1), as amended, 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 said Order.

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

a. we have obtained ail 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, Profit and Loss and Cash Flow Statement read together with the Accounting Policies and Notes on Accounts thereon comply with the accounting standards referred to in subsection (3C) of section 211 of the Act; and

e. On the basis of the written representations received from the directors, as on March 31, 2013, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on Ma,rch 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.

ANNEXURE TO THE AUDITORS'' REPORT

(REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE)

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

(b) As explained to us, physical verification of fixed Assets have been conducted by the Management during the period. As explained to us, no material discrepancies have been noticed during such physical verification.

(c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year hence it will not affect the going concern.

(ii) (a) As the Company has suspended all its activity therefore the provisions of sub-clause (a), (b) and (c) of Paragraph 4 (ii) of the Order is not applicable to the Company.

(iii) (a) The Company has not granted any loans, secured or unsecured to Companies, Firms or other parties listed in the register maintained under Section 301 of the Companies Act. 1956 therefore the provisions of sub-clause (a), (b), (c) and (d) of Paragraph 4 (iii) of the Order is not applicable to the Company.

(e) The company has not taken any loan secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 therefore the provisions of sub-clause (e), (f) and (g) of Paragraph 4 (iii) of the Order is not applicable to the Company.

(iv) In our opinion, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. In our opinion, there is no continuing failure to correct major weaknesses in internal control.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of the contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under this section.

(b) Transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

(vi) The company has. not accepted any deposits from the public which attract the directives issued by Reserve Bank of India and provisions of Section 58A, 58AA or any other relevant provisions of the Act and Rules framed there under.

(vii) In our opinion, the Company has not an internal.audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost record under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956, therefore paragraph 4 (viii) of the Order is not applicable.

(ix) (a) On the basis of our examination of records and according to the information and explanations given to us, the company regular in depositing undisputed statutory dues with the appropriate authorities.

(b) According to the information and explanation given to us there were undisputed amount payable in respect of Sales Tax amounting to Rs. 12,36,004/- which is pending for payment for more than 6 months as on 31.03.2013.

(x) The Company has accumulated losses of Rs. 102,934,9707- at the end of the financial year and it has also incurred cash loss during the year under audit.

(xi) The Company has not taken any loan from financial institution or bank or bondholders therefore paragraph 4 (xi) of the Order is not applicable.

(xii) The Company has not granted any loans or advances against pledge of shares, debentures and other securities therefore paragraph 4 (xii) of the Order is not applicable.

(xiii) The provisions of the special statute applicable to chit fund and nidhi/mutual benefit fund/society are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments and therefore paragraph 4 (xiv) of the Order is not applicable.

(xv) According to the information and explanation given to us the Company has not given any guarantee for loan taken by others from bank or financial institution therefore paragraph 4 (xv) of the Order is not applicable.

(xvi) According to the information and explanation given to us the Company has not taken any term loan therefore paragraph 4 (xvi) of the Order is not applicable.

(xvii) According to the information and explanation given to us we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

(xviii) The Company has not made preferential allotment of shares to the parties covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debenture therefore paragraph 4 (xix) of the Order is not applicable.

(xx) The Company has not raised any money by way of public issue during the year therefore paragraph 4 (xx) of the Order is not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.



For SRB & Associates

Chartered Accountants

[FRN/No. 310009E]



A. K. Patra

Partner

M. No. 088484

Place: Bhubaneswar

Date: 10th April, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s SURYO FOODS & INDUSTRIES as at 31** March, 2012 and the Profit and Loss Account and the 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003, (as amendment) issued by the Central Government in terms of Sec. 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, we state 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 accounts as required by law have been kept by the Company so far as it appears from our examination of such books.

c) The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the books of accounts.

d) On the basis of written representation received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31.03.2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

e) In our opinion, Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) . of Section 211 of the Companies Act 1956.

f) Subject to the matter reported in para (f), (g), (h) & (i) above, in our opinion and to the best of our information and according to the explanations given to us, the said Accounts 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 principle generally accepted in India.

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012 and;

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

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

ANNEXURE TO THE AUDITORS' REPORT (REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE]

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

(b) According to the information and explanations furnished to us, the Company has not physically verified all its fixed assets during the year. However, the Company has adopted a phased programe of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed during the year on such verifications.

(c) Fixed assets has been disposed off during the year.

ii. As there is no inventory during the year this clause is not applicable.

iii. (a) The company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly sub-clause (b), (c) & (d) are not applicable.

(b) The company has taken unsecured loan from companies, firms, or other parties covered in the register maintained under section 301 of the Companies Act ,1956.The no. of parties are two and the amount of loan was Rs.3,32,21,351.00 The rate of interest & other terms & conditions of loan taken by the company are not prima-facie, prejudicial to the interest of the company.

Iv. In our opinion and according to the information given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and sale of goods.

v. The Company has not entered in to transactions, which require to be recorded in a register in pursuance of section 301 of the Companies Act.

vi. The company has not accepted any deposits from the public.

vii. The Company has no internal audit system.

viii. No Cost record u/s 209 (1) (d) of The Companies Act, 1956 have been prescribed by the Central Government for any of the products of the Company.

ix a According to information and explanation given to us the company is generally regular in depositing Employee's Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Entry Tax, Excise duty, Custom Duty, Cess and other statutory dues with the appropriate authority, except undisputed Sales Tax amount of Rs. 12,36,004/-which is pending for payment for more than 6 months as on 31.03.2012.

x. According to the information and explanations furnished to us:

a) the company has been incorporated for a period exceeding five years,

b) it has accumulated losses of Rs.1,02,253,385/- at the end of the financial year for which the net worth has been eroded and

c) It has incuired cash loss during the financial year covered by our audit and in the immediately Preceding financial year.

xi. Based oh our examination of the records and the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares debentures and other securities.

xii. In bur opinion and according to the information and explanations given to us, the company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore clause 4(xiii) of the Companies (Auditor's Report) order 2003 (as amended) is not applicable to the Company.

xiv. The Company is not dealing or trading in shares, securities, debentures and other investments

xv. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

For SRB & Associates

Chartered Accountants

F.R.N.310009E

A.K.Patra

Bhubaneshwar Memb. No. 88484

Date: 21.05.2012 Partner

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s SURYO FOODS & INDUSTRIES as at 31st March, 2010 and the Profit and Loss Account and the 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, (as amendment) issued by the Central Government in terms of Sec. 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, we state 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 accounts as required by law have been kept by the Company so far as it appears from our examination of such books.

c) The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the books of accounts.

d) On the basis of written representation received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31.03.2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act. 1956.

e) In our opinion. Balance Sheet Profit and Loss Account and Cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act 1956.

f) Subject to the matter reported in para (f), (g), (h) & (i) above, in our opinion and to the best of our information and according to the explanations given to us, the said Accounts 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 principle generally accepted in India.

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

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

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

ANNEXURE TO THE AUDITORS REPORT (REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE]

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

(b) According to the information and explanations furnished to us, the Company has not physically verified all its fixed assets during the year. However, the Company has adopted a phased programe of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed during the year on such verifications.

(c) Fixed assets has been disposed off during the year.

ii. As there is no inventory during the year this clause is not applicable.

iii. (a) The company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly sub-clause (b), (c) & (d) are not applicable.

(b) The company has taken unsecured loan from companies, firms, or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The no. of parties are two and the amount of loan was Rs.3,28,71,351.00.

The rate of interest & other terms & conditions of loan taken by the company are not prima- facie, prejudicial to the interest of the company.

(c) The payment of principal amount & interest are also regular.

iv. In our opinion and according to the information given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and sale of goods.

v. The Company has not entered in to transactions, which require to be recorded in a register in pursuance of section 301 of the Companies Act.

vi. The company has not accepted any deposits from the public.

vii. The Company has no internal audit system.

viii. No Cost record u/s 209 (1) (d) of The Companies Act, 1956 have been prescribed by the Central Government for any of the products of the Company.

depositing Employees Provident Fund, Investor Education and Protection Fund, Employees7 State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Entry Tax, Excise duty, Custom Duty, Cess and other statutory dues with the appropriate authority, except undisputed Sales Tax amount of Rs. 12,36,004/- which is pending for payment for more than 6 months as on 31.03.2010.

x. According to the information and explanations furnished to us

a) the company has been incorporated for a period exceeding five years,

b) it has accumulated losses of Rs.9,86,66,969/- at the end of the financial year for which the net worth has been eroded and

c) It has incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

xi. Based on our examination of the records and the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares debentures and other securities.

xii. In our opinion and according to the information and explanations given to us. the company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore clause 4(xiii) of the Companies (Auditors Report) order 2003 (as amended) is not applicable to the Company.

xiv. The Company is not dealing or trading in shares, securities, debentures and other investments

xv. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions. xvi As the Company has not obtained any term loan, during the year this clause is not applicable.

xvii. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

xvii. The Company has not issued Debentures during the year and hence requirement of reporting regarding creation of securities or charge in respect of debentures does not arise.

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

xix. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For SRB Associates

Charterd Accountants

Bhubaneswar A.K. Patra

Date: 24.05.2010 Membership No. 88484

Partner