Gujarat Organics Ltd Auditors Report.

INDEPENDENT AUDITORS REPORT

The Members

GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD ("the Company") which comprise the Balance Sheet as at March 31, 2013, and the Statements of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory Information.

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards 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.

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 materials misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements. The procedures selected depend on the auditors 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 Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 March 31, 2013

ii) In the case of the Statement of Profit and Loss, of the Profit of the Company 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 AD REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraph 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 6 Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit & Loss, and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

For Deepak Shah ft Co.

Chartered Accountants

(Registration No. 102249W)

D.N.SHAH

Proprietor

Membership No.030566

Mumbai: May 27, 2013

Annexure to Independent Auditors Report

Referred to in Paragraph 1 under the heading of "Report on other Legal ft Regulatory Requirements" of our Report of even date

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

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption.

2. (a) Inventories have been physically verified during the year by the Management, In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business.

(c) The Company is maintaining proper records of Inventory. The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts.

3. (a) According to the information and explanations given to us, and on the basis of our examination of the books of account, 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. Consequently, the provisions of clauses iii(b), iii(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken any loans from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Thus, sub-clauses (f) and (g) are not applicable to the Company. The Company had accepted interest free loan of Rs 16 lacs from the director of the Company, in the past.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchases of inventories and fixed assets and payment for expenses and for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weakness in the internal controls has been noticed.

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

(b) As per information and explanations given to us and in our opinion, the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. In our opinion and according to the information and explanation given to us by the management, the Company has complied with the provisions of Section 58A and 58AA of the Act, and the Companies (Acceptance of Deposits) Rules, 1975.

7. As per information and explanation given by the management, the Company has no internal audit system commensurate with its size and the nature of its business.

8. As per information and explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act, and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. The Company is regular in depositing undisputed statutory dues including Provided Fund, Employees State Insurance, Income-tax, Sales- tax, Custom Duty, Excise duty, cess and any other statutory dues with the appropriate authorities.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to financial institutions and banks.

12. According to the information and explanations given to us, the Company has not granted loans and advances 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, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. According to information and explanations given to us, the Company has maintained proper records of the transactions and contracts of the investments traded in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15. According to the information and explanations given to us. the Company has not given any guarantees for loans taken by others from banks and financial Institutions.

16. Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year.

17. Based on the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company as at 31st March 2013, we report that no funds raised on short-term basis have been used for long term investments by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act, during the year.

19. According to the records of the Company, and as per the information and explanations given to us by the management, the Company has no outstanding debentures as at the year-end. Therefore the question of creating securities/ charges for the same does not arise.

20. The Company has not raised any money by public issue during the year covered by our report.

21. According to the records of the Company, and as per the information and explanations given to us by the management, no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Deepak Shah & Co.

Chartered Accountants

(Registration No. 102249W)

D.N.SHAH

Proprietor

Membership No.030566

Mumbai: May 27, 2013