Auditor Report of Tarai Foods Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of TARAI FOODS LIMITED
("the Company") which comprise the Balance Sheet as at 31 March 2024, the Statement of
Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity
and the Cash Flow Statement for the year then ended and a summary of significant accounting
policies and other explanatory information which we have signed under reference to this
report.

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

Basis for opinion

We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities
under those Standards are further described in the Auditor''s Responsibilities for the Audit of
the Standalone 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 independence requirements that are relevant to
our audit of the standalone financial statements under the provisions of the Act and the Rules
made thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI''s Code of Ethics. 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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance 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 the matters described below to be the key audit matters to be communicated in
our report.

Serial no	Key Audit Matter	Auditor''s Response
	None	None

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information.
The other information comprises the information included in the Management Discussion and
Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report,
Corporate Governance and Shareholder''s Information, but does not include the standalone
financial statements and our auditor''s report thereon

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

In connection with our audit of the standalone financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statements or our knowledge obtained during the
course of our 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.

Responsibilities of Management and those Charged with Governance for the Standalone
Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of 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, total comprehensive income,
changes in equity and cash flows of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India. 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
standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the
Company''s ability to continue as a going concern, disclosing, as applicable, matters related to
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 responsible for overseeing the Company''s financial reporting
process.

Auditor''s Responsibility

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 controls relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Act, 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 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 it appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income,
Statement of Changes in Equity and Statement of Cash Flow 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 Ind AS
specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules,
2014.

e. On the basis of written representations received from the directors as on 31 March 2020 and
taken on record by the Board of Directors, none of the directors is disqualified as on 31 March
2020, 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" Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls over financial.

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 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 Auditors'' 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 the explanations given to us:

1. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements in accordance with the Indian Accounting
Standards (IndAS).

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

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

M/s Sunil Vashisht & Co.

(Chartered Accountants)

FRN:005016N

Sd/-

CA. Varun Vashisht

Partner

M.No. 512252

Place: Rudrapur

Date: 31.05.2024

UDIN: 24512252BKBLUH2556

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Mar 31, 2014

We have audited the accompanying financial statements of TARAI FOODS 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 which we have signed under reference to this report.

Management's Responsibility for the Financial Statements

The company's management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material 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 and other applicable authoritative pronouncements 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, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control, An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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.

Basis for Qualified Opinion:

1. Clause 12 on Note 22 regarding damage to the cold store building.

2. Clause 9 on Note 22 regarding interest on Term Loan and working capital default not provided for.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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:

(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 losses 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.

Emphasis of Matter

We draw attention to -

1. Clause 10 on Note 22 of the Financial Statement with regard to continued losses and negative net worth. Considering continued losses, and negative net worth of the company, the concept of going concern may be in doubt, its ability to continue as going concern depends upon the settlement of outstanding dues of secured/ unsecured creditors and restructuring of operations by considering appropriate business strategies and financial viabilities. In spite of these uncertainties, accounts have been prepared on going concern basis and we are unable to ascertain its impact on the financial statements of the company.

Our opinion is not qualified in respect of the above matter.

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, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 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; a. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.; and

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Paragraph (1) of our Report of given date of Tarai Foods Limited for the period ended 31st March, 2014)

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

b) The fixed assets have been physically verified by the Management during the year in a phased periodical manner, which in our opinion reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physics verification.

c) In our opinion, the company has not disposed of substantial part of fixed assets during the year.

2. a) As explained to us, inventories have been physically verified by the Management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed 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. There were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 30th of the Act. Consequently, paragraphs 4 iii (b), iii(c) and iii (d) of the said order are not applicable.

b) The company, has taken interest free unsecured loans from the Managing Director in earlier years and a company covered in the register maintained u/s 301 of the Act in the current year as well as in earlier years.

Sr. Name of the Party Loan taken Maximum No. during the Balance year during the year

1 Mr. G.S. Sandhu Nil Rs.112.50 Lacs

2 Tarai Farmlands Rs. 10 lacs Rs. 40 Pvt. Ltd. Lacs



Sr. Name of the Party Outstanding Terms of the No. as on 31 st Loan March 2014

1 Mr. G.S. Sandhu Rs. 112.50 Unsecured Lacs interest free and repayable on demand

2 Tarai Farmlands Rs. 40 Lacs Unsecured Pvt. Ltd. interest free and repayable on demand

c) in our opinion and according to the information and explanations given to us, the loans as detailed above are interest free and the other terms and conditions are not prima fade prejudicial to the interest of the Company.

d) In respect of loans taken by the company the loan is interest free and the principal amount Is repayable on demand.

e) In respect of loans taken by the company, these are repayable on demand which is not demanded as on the date of signing of this report and thus is not overdue.

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 for the purchase of inventory, fixed assets and also for the sale of goods and Services, During the course of our audit, we have not observed any Continuing failure to correct major weaknesses in internal control System.

5. a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in 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 explanations given to us, there are no such transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/ or more in respect of any party.

6. The company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed thereunder.

7. in our opinion, the internal audit system of the company is commensurate with its size and nature of its business,

8. We have broadly reviewed the Books of Accounts maintained by the Company in respect of the products where pursuant to the rules made by the Central Government of India, the maintenance of cost records have been prescribed under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of such records with a view to determine whether they are accurate and complete.

9. In respect of statutory dues:

a) According to the records of the Company, in the year under review undisputed statutory dues including Income tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities.

Undisputed statutory dues of provident fund of current year under review and of earlier years and sales tax of earlier years have not been deposited and there have been serious delays in many cases.. Provident Fund amounting to Rs. 18.53 lacs (including of earlier years) and sales tax of earlier years amounting to Rs. 8.18 lacs has not been deposited with the Authorities after they have become due. However, provision for provident Fund and sales Tax Liability have been made in Books of Accounts in the earlier years.

According to the Information and explanations given to us, except for provident fund and Sales Tax, no undisputed amounts payable in respect of the aforesaid dues in the year under review were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable.

b) As at 31st March, 2014 according to the records of the Company, the following are the particulars of disputed dues on account of sales tax, Income Tax and excise duty matters that have not been deposited:

Name of the Nature of Amount (Rs. Period to Statute Dues In Lacs) which dues relate

Central Sales Sales Tax Rs. 0.32 2000-2001 Tax Act and Sales Tax Rs. 2.38 2006-2007 the Local Sales Tax Act

Central Excise Duty Rs. 0.59 1999- 2000 Excise Act

The Income Income Tax Rs. 129.84 Ass. Yr. Tax Act, 1961 1996-97

Name of the Forum where Statute the dispute is pending

Central Sales Appellate Tax Act and Authority the Local Upto Sales Tax Act Commissioner's Level

Central Appellate Excise Act Authority Upto Commissioner's Level

The Income Appellate Tax Act, 1961 Authority- ITAT and High COurt



10, The company has accumulated losses which has eroded the net worth fully and has incurred cash loss during the current financial year covered by our audit and has not incurred cash loss in the immediately preceding financial year.

11. In our opinion and based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has defaulted in repayment of dues to financial institution and the bank. The Company has been defaulting to the institutions for fifteen years to the tune of Rs. 465 lacs towards principal amount As per the books of accounts maintained by the Company, the default of unpaid interested the secured lenders is approx. Rs. 40 crores as on 31.03.2014.

12 In our opinion and according the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13 The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause (xiii) of paragraph 4 of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

14. The company is not dealing in or trading in securities, debentures and other investments.

15. The company has not given guarantees for loans taken by others from banks or financial institutions.

16. The company has not raised any new term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the financial statements of the company, we are of the opinion that no funds raised on short term basis have been used for long term investment.

18. During the year,the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies act, 1956.

19. The company has not issued any debentures and hence question of creation of securities or charge in respect of debentures issued does not arise.

20 The company has not raised any money by way of public issue during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

For RATTAN ANIL & CO. Chartered Accountants Place : Rudrapur Firm Regn. No.: 009414N Date :30th May 2014 Sd/- Rattan Bansal Partner Membership No.: 083929

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Mar 31, 2013

1. We report that we have audited the Balance Sheet of TARAI FOODS-LIMITED as at 31st March, 2013 and the relative Profit and loss Account for the period ended on that date and the Cash Flow statement for the period ended on that date. 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 from material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates ''made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. In our opinion, and to the best of our information and according to the explanations given to us, the Balance Sheet and the Profit and loss Account and the Cash Flow statement together with the significant accounting policies and notes thereon and attached thereto give in the prescribed manner, the information required by the Companies Act, 1956 and also give, subject to note 3.1 to 3.2 below, respectively, a true and fair view of the state of the Company''s affairs as at 31st March,2013 in case of Balance Sheet and of the profit for the period ended on that date in case of the Profit & loss Account and of the cash flows for the period ended on that date in case of the Cash Flow Statement.

1. Clause 14 on Note 22 regarding damage to the cold store building.

2. Clause lion Note 22 regarding interest on Term Loan and working capital default not provided for.

4. Considering continued losses, and negative net worth of the company, the concept of going concern may be in doubt, Its ability to continue as going concern depends upon the settlement of outstanding dues of secured/ unsecured creditors and restructuring of operations by considering appropriate business strategies and financial viabilities. In spite of these uncertainties, accounts have been prepared on going concern basis and we are unable to ascertain its impact on the financial statements of the company. (Clause 12 on Note 22).

5. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditors Report Amendment) order, 2004 (The Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (The Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said order.

6. Further to our comments in the Annexure referred to in Paragraph 3 & 4 above, we report that:

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

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

c) The Balance Sheet, Profit & loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion the Balance Sheet and Profit and loss account and Cash Flow statement dealt with by this report comply with the Mandatory Accounting Standards referred to in sub-section 3C of section 211 of the Companies Act, 1956;

e) In our opinion, and based on the information and explanations given to us, none of the directors of the Company, is disqualified as on March 31,2013 from being appointed as a directors 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 (1) of our Report of given date of Tarai Foods Limited for the period ended 31st March, 2013)

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. b) The fixed assets have been physically verified by the Management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification. c) In our opinion, the company has not disposed of substantial part of fixed assets during the year.

2. a) As explained to us, inventories have been physically verified by the Management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by 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. There were no material discrepancies noticed on physical verification of inventory as compared to the book records.

In our opinion and according to the information and explanations given to us, the loans as detailed above are interest free and the other terms and conditions are not prima facie prejudicial to the interest of the Company.

d) In respect of loans taken by the company the loan is interest free and the principal amount is repayable on demand.

e) In respect of loans taken by the company, these are repayable on demand which is not demanded as on the date of signing of this report and thus is not overdue.

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 for the purchase of inventory, fixed assets and also for the sale of goods and Services, During the course of our audit, we have not observed any Continuing failure to correct major weaknesses in internal control System.

5. a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in 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 explanations given to us, there are no such transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/-or more in respect of any party.

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

7. In our opinion, the internal audit system of the company is commensurate with its size and nature of its business,

8. The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues:

According to the records of the Company, in the year under review undisputed statutory dues including Income tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities except for provident fund of Rs. 21.75 lacs (including of earlier years) and Sales Tax of Rs. 10.56 Lacs (including of earlier years) which are due for more than six months after they have become payable. Provision of Sales Tax Liability of Rs. 10.56 lacs had not made in Books of Accounts. According to the Information and explanations given to us, except for provident fund and Sales Tax, no undisputed amounts payable in respect of the aforesaid dues in the year under review were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable.

10. The company has accumulated losses and has not incurred cash Loss during the current financial year covered by our audit and has incurred cash loss in the immediately preceding financial year.

11. In our opinion and based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has defaulted in repayment of dues to financial institutions and the bank. The Company has been defaulting to the institutions for fifteen years to the tune of Rs. 465 lacs towards principal amount As per the books of accounts maintained by the Company, the default of unpaid interest to the secured lenders is approx. Rs. 40 crores as on 31.03.2013.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13 The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause (xiii) of paragraph 4 of the Companies (Auditor''s Report) Order 2003 is not applicable to the company.

14. The company is not dealing in or trading in securities, debentures and other investments.

15. The company has not given guarantees for loans taken by others from banks or financial institutions.

16. The company has not raised any newterm loansduringtheyear.

17. According to the information and explanations given to us and on an overall examination of the financial statements of the company, we are of the opinion that no funds raised on short term basis have been used for long term investment.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies act, 1956.

19. The company has not issued any debentures and hence question of creation of securities or charge in respect of debentures issued does not arise.

20 The company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

For RATTAN ANIL & CO.

Chartered Accountants

Place: Rudrapur

Date : 30th May 2013 Sd/-

Rattan Ban sal

Partner

Membership No.: 083929

Firm Regn. No.: 009414IN

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Mar 31, 2011

1. We report that we have audited the Balance Sheet of TARAI FOODS LIMITED as at 31st March, 2011 and the relative Profit and loss Account for the period ended on that date and the Cash Flow statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 from material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. In our opinion, and to the best of our information and according to the explanations given to us, the Balance Sheet and the Profit and loss Account and the Cash Flow statement together with the significant accounting policies and notes thereon and attached thereto give in the prescribed manner, the information required by the Companies Act, 1956 and also give, subject to note 3.1 to 3.4 below, respectively, a true and fair view of the state of the Companys affairs as at 31st March,2011 in case of Balance Sheet and of the loss for the period ended on that date in case of the Profit & loss Account and of the cash flows for the period ended on that date in case of the Cash Flow Statement.

1. Note6(b)toSchedulel9regardingvaluationofgratuity.

2. Note 5 on Schedule 20 regarding details of amount refundable towards share application money.

3. Note 13 on Schedule 20 regarding damage to the cold store building.

4. Note 10 on Schedule 20 regarding interest on Term Loan and working capital default not provided for.

4. Considering continued losses, and negative net worth of the company, the concept of going concern may be in doubt, Its ability to continue as going concern depends upon the settlement of outstanding dues of secured/ unsecured creditors and restructuring of operations by considering appropriate business strategies and financial viabilities. Inspite of these uncertainties, accounts have been prepared on going concern basis and we are unable to ascertain its impact on the financial statements of the company. (Note 11 on Schedule 20).

5. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report Amendment) order, 2004 (The Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (The Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said order.

6. Further to our comments in the Annexure referred to in Paragraph 3 & 4 above, we report that:

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

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

c) The Balance Sheet, Profit & loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion the Balance Sheet and Profit and loss account and Cash Flow statement dealt with by this report comply with the Mandatory Accounting Standards referred to in sub-session 3C of session 211 of the Companies Act, 1956;

e) In our opinion, and based on the information and explanations given to us, none of the directors of the Company, is disqualified as on March 31,2011 from being appointed as a directors 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 (1) of our Report of given date of Tarai Foods Limited for the period ended 31st March, 2011)

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

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

c) In our opinion, the company has not disposed of substantial part of fixed assets during the year.

2. a) As explained to us, inventories have been physically verified by the Management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by 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. There were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Act. Consequently, paragraphs iii (b), iii(c) and iii (d) of the said order are not applicable.

b) The company had taken interest free unsecured loans from the Managing Director and a company covered in the register maintained u/s 301 of the Act in earlier years.

Sr. Name of the Party Loan taken Maximum Outstanding Terms of No. during the Balance as on 31st the Loan year during March 2011 the year

1 Mr. G.S. Sandhu Nil Rs. 25.50 Rs. 25.50 Unsecured Lacs Lacs interest free and repayable on demand

2 Tarai Farmlands Pvt. Ltd. Nil Rs. 30 Rs. 30 Unsecured Lacs Lacs interest free and repayable on demand

c) In our opinion and according to the information and explanations given to us, the loans as detailed above are interest free and the other terms and conditions are not prima facie prejudicial to the interest of the Company.

d) In respect of loans taken by the company the loan is interest free and the principal amount is repayable on demand.

e) In respect of loans taken by the company, these are repayable on demand which is not demanded as on the date of signing of this report and thus is not overdue.

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 for the purchase of inventory, fixed assets and also for the sale of goods and Services, During the course of our audit, we have not observed any Continuing failure to correct major weaknesses in internal control System.

5. a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in 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 explanations given to us, there are no such transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- or more in respect of any party.

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

7. In our opinion, the internal audit system of the company is commensurate with its size and nature of its business,

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues:

a) According to the records of the Company, in the year under review undisputed statutory dues including Income tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities except for provident fund of Rs. 16.87 lacs (including of earlier years) and Sales Tax of Rs. 3.25 Lacs(including of earlier years) which are due for more than six months after they have become payable. According to the Information and explanations given to us, except for provident fund and Sales Tax, no undisputed amounts payable in respect of the aforesaid dues in the year under review were outstanding as at 31st March, 2011 for a period of more than six months from the date of becoming payable.

b) As at 31st March, 2011 according to the records of the Company, the following are the particulars of disputed dues on account of sales tax, Income Tax and excise duty matters that have not been deposited:

Name of the statute Amount Rs. in Lacs Forum Where dispute is pending

Sales Tax (Financial Year 0.32 Appellate Authority — 2000-01) Upto Commissioners Level

Excise Duty (Fin. Year 0.59 Appellate Authority 1999-2000) Upto Commissioners Level

Income Tax 129.84 Appellate Authority — (Ass. Year 1996-97) Appellate Tribunal

10. The company has accumulated losses and has not incurred cash Loss during the current financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has defaulted in repayment of dues to financial institutions and the bank. The Company has been defaulting to the institutions for a period of more than ten years to the tune of Rs. 465 lacs towards principal amount and in respect of working capital loans from bank, to the tune of Rs. 190 lacs as principal amount for last ten years. As per the books of accounts maintained by the Company, the default of unpaid interest to the secured lenders is approx. Rs. 4498 lacs as on 31.03.2011, subject to reconciliation of accounts.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause (xiii) of paragraph 4 of the Companies (Auditors Report) Order 2003 is not applicable to the company.

14. The company is not dealing in or trading in securities, debentures and other investments.

15. The company has not given guarantees for loans taken by others from banks or financial institutions.

16. The company has not raised any new term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the financial statements of the company, we are of the opinion that no funds raised on short term basis have been used for long term investment.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies act, 1956.

19. The company has not issued any debentures and hence question of creation of securities or charge in respect of debentures issued does not arise.

20 The company has not raised any money by way of public issue during theyear.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

For RATTAN ANIL & CO. Chartered Accountants

Sd/- RattanBansal Partner Membership No.:083929 Firm Regn. No.:009414N

Place: Rudrapur Date : 30th May 2011

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Mar 31, 2010

1. We report that we have audited the Balance Sheet of TARAI FOODS-LIMITED as at 31st March, 2010 and the relative Profit and Loss Account for the period ended on that date and the Cash Flow statement for the period ended on. that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 from material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. In our opinion, and to the best of our information and according to the explanations given to us, the Balance Sheet and the Profit and Loss Account and the Cash Flow statement together with the significant accounting policies and notes thereon and attached thereto give in the prescribed manner, the information required by the Companies Act, 1956 and also give, subject to note 3.1 to 3.3 below, respectively, a true and fair view of the state of the Companys affairs as at 31st March,2010 in case of Balance Sheet and of the Loss for the period ended on that date in case of the Profit & Loss Account and of the cash flows lor the period ended on that date in case of the Cash Plow Statement.

1. Note 5 on Schedule 20 regarding details of amount refundable towards share application money.

2. Note 13 on Schedule 20 regarding damage to the cold store building.

3. Note 10 on Schedule 20 regarding interest not provided for.

4. Considering continued losses, and negative net worth of the company, the concept of going concern may be in doubt, Its ability to continue as going concern depends upon the settlement of outstanding dues of secured/ unsecured creditors and restructuring of operations by considering appropriate business strategies and financial viabilities. Inspita of these uncertainties, accounts have been prepared on going concern basis and we are unable to ascrertain its impact on the financial statments of the company. (Note 11 on sechedule 20).

5. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report Amendment) order, 2004 (The Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (The Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said order.

6. Further to our comments in the Annexure referred to in Paragraph 3 & 4 above, we report that:

a) We have obtained all the Information and explanations which, to the best of our knowledge and belief, were necessary for our audit;

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

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

d) In our opinion the Balance Sheet and Profit and Loss account and Cash Flow statement dealt with by this report comply with the Mandatory Accounting Standards referred to in sub-session 3C of session 211 of the Copanies Act, 1956;

e) In our opinion, and based on the information and explanations given to us, none of the directors of the Company is disqualified as on March 31, 2010 from being appointed as a directors in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1S56.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph (1) of our Report of given date of Tarai Foods Limited for the period ended 31st March, 2010)

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

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

c) In our opinion, the company has not disposed of substantial part of fixed assets during the year.

2. a) As explained to us, inventories have been physically verified by the Management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by 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. There were no material discrepancies noticed on phy;cal verification of inventory as compared to the book records.

3. a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Act. Consequently, paragraphs iii (b), iii(c) and iii (d) of Ihe said order are not applicable.

b) The company, has taken interest free unsecured loans from the Mananging Director and a company covered in the register maintained u/s 301 of the Act.

Sr. No. Name of the Party Loan taken Maximum Balance Outstanding as on Terms of the Loan during the year during the year 31st March. 2010

1. Mr. G. S. Sandhu Rs. 5 Lacs Rs. 25.50 Lacs Rs. 25.50 Lacs Unsecured, interest free and repayable on demand

2. Tarai Farmlands Rs. 30 Lacs Rs. 30 Lacs Rs. 30 Lacs - do - Pvt. Ltd.

c) In our opinion and according to the information and explanations given to us, the loans as detailed above are interest free and the other terms and conditions are not prima facie prejudicial to the interest of the Company.

d) In respect of loans taken by the company the loan is interest free and the principal amount is repayable on demand.

e) In respect of loans taken by the company, these are reapaybte on demand which is not demanded as on the date of signing of this report and thus is not overdue.

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 for the purchase of inventory, fixed assets and also for the sale of goods and Services. During the course of our audit, we have not observed any Continuing failure to correct major weaknesses in internal control System.

5. a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in 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 explanations given to us, there are no such transactions In pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5.00,0007- or more in respect of any party.

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

7. In our opinion, the internal audit system of the company is commensurate with its size and nature of its business.

8. The Central Government has not prescribed mainlenance of Cost Records under Section 209 (1) (d) of the Companies Act. 1956.

9. In respect of statutory dues :

a) According to the records of the Company, in the year under review undisputed statutory dues including Income tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty. Cess and other statutory dues have been generally regularly deposited with the appropriate authorities except for provident fund of Rs. 12.88 lacs, and Sales Tax of Rs. 3.25 Lacs, which are due for more than six months after they have become payable. According to the Information and explanations given to us, except for provident fund and Sales Tax , no undisputed amounts payable in respect of the aforesaid dues in the year under review were outstanding as at 31 st March, 2010 for a period of more than six months from the date of becoming payable. /

b) As at 31st March. 2010 according to the records of the Company, the following are the particulars of disputed dues on account of sales tax, income Tax and excise duty matters that have not been deposited :

Name of the statute Amount Rs. in lacs Forum where dispute Is pending

Sales tax 0.32 Appellate Authority-Upto

Commissioners level

Excise Duty 0.59 AppellateAuthority Upto

Commissioners level

Income Tax 129-84 AppellateAuthority- Appellate

Tribunal

10. The company has accumulated losses and has not incurred cash Loss during the current fianancial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has defaulted in repayment of dues to financial institutions and the bank. The Company has been defaulting to the Institutions for a period of more than fen years to the tune of Rs. 465 lacs towards principal amount and in respect of working capital loans from bank, to the tune of Rs. 190 lacs as principal amount for last Nine years. As per the books of accounts maintained by the Company, The default of unpaid interest to the secured lenders is approx, Rs. 4498 as on 31.03.2010. Subject to reconciliation of accounts.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of snares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause (xiii) of paragraph 4 of the Companies (Auditors Report) Order 2003 is not applicable to the company.

14. The company is not dealing in or trading in securities, debentures and other investments.

15. The company has not given guarantees for loans taken by others from banks or financial institutions.

16. The company has not raised any new term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the financial statements of the company, we are of the opinion that no funds raised on short term basis have been used for long term investment.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies act, 1956,

19- The company has not issued any debentures and hence question of creation of securities or charge in respect of debentures issued does not arise.

20. The company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year, that causes he financial statements to be materially misstated



For JOLLY & OBEROI

Chartered Accountant

Place : Rudrapur Sd/

Date :28th May, 2010 K.S. Oberoi

Partner

Membership No.: 85893

Firm No.: 001723N