Integrated Proteins Ltd Auditors Report.

Report on the Stand alone Financial Statements

1) We have audited the accompanying financial statements of M/S. INTEGRATED PROTEINS LIMITED(CIN : L15400GJ1992PLC018426) ("the company"), which comprise the Balance Sheet as at March 31, 2017 and the Statement Of Profit and Loss and Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Managements Responsibility for the Stand alone Financial Statements

2) The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policiesjmaking judgments and estimates that are reasonable and prudent;and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these standlone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and accounting standard and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made thereunder. We conducted our audit in accodance with the standards on Auditing specified under section 143(10) of the Act. Those standards required that we comply with ethical requirments and plan and perfrom the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4) An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the 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 financial control relevant to the Companys preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the financial statements.

5) 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.

6) Opinion

Basis for Qualified Opinion :

In our opinion and to the best of our information and according to the explanations given to us, as the company has disposed off its entire Plant and Machineries i.e. substantial part of its fixed assets in the earlier year, the going concern status of the company is affected. The financial statements are prepared without affecting the going concern concept.

Qualified 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 above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2017.

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

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

Report on Other Legal and Regulatory Requirements

7) As Required by the Companies (Auditors Report) Order, 2016 ("The Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A,a statement on the matters specified in paragraph 3 and 4 of the Order.

8) As required by Section 143 (3) of the Act, we report that:

[a] We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposesof 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, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

[d] In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

[e] On the basis of the written representations received from the directors as on 31/03/ 2017 taken on record by the Board of Directors, none of the directors is disqualified as 31/03/2017 from being appointed as a director in terms of Section 164 (2) of the Act.

[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) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :

1) The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

2) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

4) To the best of our information and explanations provided to us, The Company has provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and the same are in accordance with the Books of Accounts maintained by the company.

PLACE : JAMNAGAR FOR, M/S. D. S. VARIA & CO.,
DATE : 25.05.2017 Chartered Accountants
Proprietor
DIPAK S. VARIA
(Membership No. 40065)
FRN : 111816W
PAN : AAHPV6079R

ANNEXURE REFERRED TO IN PARAGRAPH 7 OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF INTEGRATED PROTEINS LIMITED (CIN : L15400GJ1992PLC018426)

ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31st MARCH, 2017

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 report that:

1 "(a). The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets ;"(b). As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;11 In our opinion, the company has disposed off its entire Plant and Machineries in earlier years. As the substantial part of its fixed assets have been disposed off, the Going Concern status of the Company is affected."

"(c ) As explained to us and based on our verification, title deeds of all immovable properties are held in the name of the company.

2 The nature of business of the Company does not require it to have any inventory. Hence, the requirement of clause (ii) of paragraph 3 of the said Order is not applicable to the Company.

3 The company has not granted any loans secured or unsecured to companies, firms/ other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4 In our opinion and according to the information and explanations given to us, the company has complied with the provision of section 185 and 186 of the Act, with respect to the loans and investments made.

5 The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

6 The nature of business of the Company does not require it to have maintainance of cost records under sub-section (1) of Section 148 of the Act. Hence, the requirement of clause (vi) of paragraph 3 of the said Order is not applicable to the Company.

7 (a) According to the information and explanations given to us and based on

the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund,, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India.

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.

(c) There has not been occasion in case of the company during the year under report to transfer any sum to the investor education and protection funds.The question of reporting delay in transferring such sums does not arise.

8 According to the records of the company examined by us and as per the information and explanations given to us, there is no loan taken or accepted during the year from any financial institutions, banks etc. hence, question of repayment of dues to such institutions does not arise.

9 According to the records of the company examined by us and as per information and explanation given to us, the company has not raised any initial public offer, further public offer or term loan during the year under review.

10 During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

11 As explained to us and in our opinion, Managerial remuneration has not been paid or provided during the year. Hence, the requirement of clause (xi) of paragraph 3 of the said Order is not applicable to the Company.

12 As the company is not a Nidhi Company, the Provisions of Nidhi Company is not applicable to the company. Hence, the requirement of clause (xii) of paragraph 3 of the said Order is not applicable to the Company.

13 All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards;

14 The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Hence, the requirement of clause (xiv) of paragraph 3 of the said Order is not applicable to the Company.

15 The company has not entered into any non-cash transactions with directors or persons connected with him under section 192 of Companies Act, 2013. Hence, the requirement of clause (xv) of paragraph 3 of the said Order is not applicable to the Company.

16 As the Company is not engaged in the business of Non banking Financial Institution. Hence there is no requirement to be registered with Reserve Bank of India. Hence, the requirement of clause (xvi) of paragraph 3 of the said order is not applicable to the company.

PLACE : JAMNAGAR FOR, M/S. D. S. VARIA & CO.,
DATE : 25.05.2017 Chartered Accountants
Proprietor
DIPAK S. VARIA
(Membership No. 40065)
FRN : 111816W
PAN : AAHPV6079R