Agro Dutch Industries Ltd Auditors Report.

To

The Members of

AGRO DUTCH INDUSTRIES LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of AGRO DUTCH INDUSTRIES LIMITED, ("the company") which comprise the Balance Sheet as at 31/03/2016, and 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 Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash flow 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 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors 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 misstatements.

An audit involves performing procedure to obtain audit evidence about the amounts and disclosure in the financial statements. The procedure selected depend upon auditors judgment, including the assessment of the risk of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedure that are appropriate in the circumstances ,but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in case of the Balance Sheet, of the state of affairs of the Company as at 31/03/2016;

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

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

Emphasis of Matters:

(i) Note 1b regarding pending export obligations against import of machinery under advance license as stated in the said note.

(ii) The Assets of the company situated at 1. Village Bhagwanpur (Can Unit), 2. Village Tofapur (Mushroom Unit) 3. Village Kolambakkam, Padlam, Distt. KanchipuramTamil Nadu, (Chennai Unit) have been possessed by the secured lenders under SARFAESI Act. Out of the above possessed Assets, the entire assets situated at village Bhagwanpur,(Can Unit) have been sold by the lender through e-auction on 16.10.2015 and 10.06.2016. The secured lenders, however continues to permit the company to operate Fresh Button Mushroom growing facility at Village Tofapur, Lalru.

(iii) Note 1b Para XIV regarding reasons for preparing the financial statements of the company on a going concern basis, notwithstanding the fact that its net worth is totally eroded. The appropriateness of the said basis is interalia that the secured lenders continues to permit the company to operate fresh button mushroom growing facility at village Tofapur, Lalru, Punjab. The company is continuously making efforts to make that facility viable in the present circumstances.

(iv) Note 1b Para XV regarding none provisioning of demurrage, freight and other charges amounting to Rs. 530.00 lacs claimed by the freight forwarding agency on recall of containers but disputed by the company on the basis of legal opinion.

(v) The Company alongwith secured lenders are in the process of revaluation of its Assets to arrive at the exact position as on date, which shall be completed within next six months. The effect of the same shall be incorporated in the next financial statements.

(vi) The Balances of Sundry Debtors, Loans and Advances, Sundry Creditors, Other advances and Liabilities remains unreconciled and unconfirmed. Many of these balances have been outstanding for many years and must have become doubtful of recovery, for which no provision has been made in the financial statement.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order,2015("the order") issued by Central Government of India in terms of sub-section (11) of section 143 of the Act, We give in the Annexure a statements on the matters specified in paragraphs 3 and 4 of the order.

2. As required by section 143(3) of the Act, we report that:

a. We have obtained all 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 examinations of those books;

c. the Balance Sheet, Statement of Profit and Loss, and cash flow statements dealt with by this Report are in agreement with the books of account;

d. In our opinion , the Balance Sheet, Statement of Profit and Loss, and cash flow statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of Companies (Accounts) Rule, 2014.

e. On the basis of written representations received from the directors as on 31/03/2016 and taken on record by the Board of Directors, none of the director is disqualified as on 31/03/2016, from being appointed as a director in terms of sub-section (2) of section 164 of the Companies Act, 2013.

f. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the companies (Audit and Auditors) Rule 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 the financial statements-Refer Note 1(1a)

(ii) The Company has made necessary provision in its financial statements under the applicable law or accounting standards, wherever required/known.

Date : 18/08/2016
Place : CHANDIGARH FOR RAKESH SINGLA & ASSOCIATES
(Chartered Accountants)
Reg No. :03371N
RAKESH KUMAR KHANNA
Partner
M.No. : 086046

ANNEXURE TO THE AUDITORS REPORT

1. In respect of its fixed assets:

(a) The company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, All fixed assets were physically verified by the management in the previous year in accordance with a planned program of verifying them once in three years which, in our opinion, is reasonable have regard to the size of the company and the nature of its assets. As informed, no material discrepancies were noticed o such verification.

2. In respect of its inventories:

(a) As explained to us, The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) 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 is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

3. In respect of loans granted and taken to / from parties covered in the register maintained u/s 189 of the Companies Act, 2013.

(a) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Accordingly, clause (iii)(b) & (iii)(c) are not applicable to the Company for the Current year.

(b) N.A

(c) N.A

4. In respect of internal control

In our opinion and according to the information and explanations given to us there are adequate internal control system 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 and services. During the course of audit, We have not observed continuing failure to correct major weaknesses in internal control system.

5. In respect of Deposits

In our opinion and according to the information and explanation given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the companies Act ,2013 and the rules framed there under, where ever applicable with regard to deposit during the year. In accordance with the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Board Tribunal or Reserve Bank of India or any court or any other Tribunal, Which has not been complied with. In term of provisions of Section 73 of the Companies Act, 2013.We have no deposits of Public.

6. In respect of maintenance of cost records

We have broadly reviewed the books of accounts relating to materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records u/s 148(1) of the companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or not.

7. In respect of statutory dues

(a) According to the information and explanation given to us and the records of the company examined by us. The company is regular in depositing the undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales, tax wealth tax, service tax, custom duty, excise duty. Cess and other material statutory dues applicable to the Company with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable. Except Rs. 2504089.00 for Provident Fund, RS. 824106.00 for TDS , for TCS 1334841.00 for Wealth tax Rs. 1,49,521.00 and Rs. 3,46,637.00 for Excise.

(b) According to the records of the Company, there are no dues of Income tax, sales tax, customs duty, wealth tax, service tax, excise duty, sales tax and cess that have been not been deposited on amount of any dispute.

8. In respect of accumulated losses and cash losses

The companys accumulated losses at the end of the financial year are more than fifty percent of its net worth. The company has incurred cash loss during the year and also incurred cash losses in the immediately preceding financial year.

9. In respect of dues to financial institution / banks / debentures

Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has defaulted in repayment of dues to a financial institutions and banks. The details are given as per annexure II.

10. In respect of guarantee given for loans taken by others

In our opinion and 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.

11. In respect of application of term loans

According to the information and explanations given to us, in our opinion, the terms loans availed by the company were, prima fascia, applied for the purpose for which they were raised.

12. In respect of fund used

Based on an overall examination of the Balance Sheet of the company and a review of the consolidated fund flow statement for the year, we report that no funds raised on short-term basis have been used for long-term investment.

13. In respect of fraud

Based upon the audit procedures performed for the purpose of recording the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud or by the company has been noticed or reported during the course of our audit.

Place : CHANDIGARH
Date : 18/08/2016 FOR RAKESH SINGLA & ASSOCIATES
(Chartered Accountants)
Reg No. :03371N
RAKESH KUMAR KHANNA
(Partner)
Membership No : 086046