Naisargik Agritech (India) Ltd

Auditor’s Report to the Members of NAISARGIK AGRITECH (INDIA) LIMITED.

1. We have audited the attached Balance sheet of NAISARGIK AGRITECH (INDIA) LIMITEDas at 31^st March, 2012 and the related Profit & Loss Account for the yearended on that date annexed thereto, which we have signed under reference to this report.These financial statements are the responsibility of the Company’s management. Ourresponsibility is to express an opinion on these financial statements based on our audit.

2. We conduct our audit in accordance with auditing standards generally accepted inIndia. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 as amended byCompanies (Auditor’s Report) amendment Order, 2004 (together with the order) issuedby the Central Government of India in terms of sub-section (4A) of section 227 of theCompanies Act, 1956, we annex here to a statement on the matters specified in paragraphs 4and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph (3) above andinformation and explanations provided to us, we report that:

1) We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purpose of the audit.

2) In our opinion, proper books of accounts as required by the law have been kept bythe Company so far as it appears from our examination of such books.

3) The Balance Sheet, Profit & Loss Account and the Cash Flow Statement referred toin this report are in agreement with the books of accounts of the company.

4) In our opinion, these financial statements comply with the Accounting Standardsreferred to in sub section (3C) of section 211 of the Companies Act 1956, except as statedin para 6(a) and (b) below.

5) On the basis of written representations received from the directors, as on 31^stMarch, 2011, and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on 31^st March, 2012 from being appointed as adirector in terms of clause (g) of sub-section (1) of section 274 of the Companies Act1956.

6) In our opinion and to the best of our information and according to the explanationsgiven to us, the accounts together with the notes thereon of schedule 12 and inparticular; given the information required by the companies act,1956 in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India;

a) In the case of the Balance Sheet, of the State of affairs of the Company as at 31^stMarch, 2012. and

b) In the case of Profit and Loss Account, of the profit for the year ended on 31^stMarch, 2012.

Annexure referred to in paragraph 3 of our report even date.

1. (a) Proper records showing full particulars including quantitative details andsituation of Fixed Assets of the company are being updated

(b) The management physically verifies the fixed assets of the Company. No materialdiscrepancies were noticed on verification.

(c) No substantial parts of the fixed assets have been disposed off during the year.

2. (a) At the end of the year company have inventory of Rs. 23,00,500.

(b) The Inventories are valued at cost or market value, which is lower.

(c) Inventories have been physically verified by the management at regular intervalsduring the year.

3. (a) The company has not taken any loans from Companies, Firms or other parties otherthan directors; Register maintained under section 301 of the Act. No amount was borrowedfrom the directors of the company during the year & other financial institutes.

(b) In our opinion, the terms and conditions, on which loans have been taken fromcompanies, firms or other parties listed in the register maintained under section 301 ofthe Companies Act 1956 and from the companies under the same management, are not, primafacie, prejudicial to the interest of the company.

(c) The Principal amount and interest has been repaid as stipulated.

(d) There are no overdue payments.

4. In our opinion and according to the information and explanations given to us, thereare adequate internal control procedures commensurate with the size of the company and thenature of its business, with regard to purchases of plant and machinery, equipment andother assets and with regard to the sale of goods.

5. (a) According to the information and explanation given to us, we are of the opinionat the transactions that need to be entered into the register maintained under section 301of the Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, Thereis no any transaction more than Rs. 500000/ or more of purchase of goods and materials andsale of goods, materials and services, made in pursuance of contracts or arrangementsentered in the registers maintained under section 301 and aggregating during the year inrespect of each party, so this provision is not applicable.

6. In our opinion and according to the information and explanation given to us, thecompany has not accepted any deposits; hence the provision of section 58A of the CompaniesAct 1956 and Companies (acceptance of Deposits) Rules, 1975 with regard to the depositsaccepted from the public are not applicable.

7. In our opinion, the company has no required any internal audit system commensuratewith the size and nature of its business.

8. The Central Government has not prescribed for maintenance of cost records undersection 209(1) (d) of the Companies Act, 1956 for the products of the Company.

9. (a) According to the information and explanation given to us, the company isgenerally regular in depositing with the appropriate authorities, undisputed statutorydues including Provident Fund, ESIC, Income Tax, Sales Tax, Excise Duty, Cess and anyother material statutory dues applicable to it

(b) According to the information and explanations given to us, no undisputed amountspayable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cesswere outstanding, as at 31^st March’ 2012 for a period of more than sixmonths from the date they become payable.

10. The company does not have any accumulated losses. The company has not incurred cashlosses during the financial year covered by our audit and the immediately precedingfinancial year.

11. In our opinion and according to the information and explanation given to us, thecompany has not defaulted in repayment of dues to financial institutions or banks.

12. According to the information and explanations given to us, the company has notgranted loans and advances on the basis of securities by way of pledge of shares,debentures and other securities. Therefore the provisions of clause 4(xii) of theCompanies (Auditors Report) order, 2003 are not applicable to the company.

13. In our opinion, the company is not a Chit Fund or a NIDHI Mutual BenefitFund/Society. Therefore the provisions of clause 4(xiii) of the Companies (AuditorsReport) order, 2003 are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares, securities,debentures and other investments. Therefore the provisions of clause 4(xiv) of theCompanies (Auditors Report) order, 2003 are not applicable to the company.

15. As informed to us, the company has not given any guarantee for loans taken byothers from banks or financial institutions.

16. According to the information and explanations given to us, and on an overallexamination of the balance sheet of the company, we report that no funds raised onshort-term basis have been used for Long-term assets. No long-term funds have been used tofinance short-term assets.

17. The company has not made any preferential allotment of shares to companies, firmsor other parties listed in the register maintained u/s 301 of the Companies Act.

18. The company has not issued any debentures.

19. During the period covered by our audit report, the company has not raised any moneyby public issue.

20. To the best of our knowledge and belief and according to the information andexplanations given to us, no fraud on or by the company has been noticed or reportedduring the course of our audit.