Management's 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 21 i 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.

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 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 statement, whether due to fraud or error. In making those risks 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. 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

i. No confirmation of balances has been obtained from Financial Institutions, and other parties from whom loan was taken and interest there on. Confirmation of balances has not been obtained from creditors and debtors.

ii. The Company's inventories are carried in the Balance Sheet at Weighted Average Price. Management has not stated the inventories at the lower of cost and net realizable value but has stated them solely at cost, which constitutes a departure from the accounting standards referred to in sub-section (3C) of section 211 of the Act.

iii. The company has not produced the statutory records for verification, hence we cannot form any opinion on compliances of various acts including Companies, Act 1956. The company has also not provided the details of various litigation filed by the third parties, hence we cannot ascertain the liability arising on those litigations.

iv. Various statutory Authorities have issued the proposition & demand notices, due to non compliances of statutory requirements; we are unable to ascertain the exact outstanding demand, due to non production of those documents, the company.

v. The Company has recorded a loss during the year. Further, its total current liabilities exceed total current assets as on balance sheet date. The validity of the going concern assumption on which the financial statements are prepared depends on the continuance and the ability of the company to generate sufficient cash flows their operations. We do not have sufficient evidence to assess whether the company's plans/projection would materialize.

vi. The contingent liability of the company towards the pending cases are not ascertainable as on date, but if the decision is unfavorable it would materially impact the cash flow of the company.

vii. The Company has made provisions for gratuity in its books calculated as per Gratuity Act for the employees and which is contrary to the Accounting Standard on retirement benefits which is issued by the Institute of Chartered Accountants of India as well as section 209(3b) of the companies Act, 1956. We are unable to quantify the difference amount based on the information available to the company.

*Qualified Opinion

In our opinion and to the best of our information and according to the explanations gives 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.

a) in the case of the Balances Sheet, of the state of affairs of the Company as at March 31, 2014:

b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date: and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's 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 paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

* 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;

* 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;

* 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.

* * Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the Balance Sheet, Statement of Profit and loss, Notes to accounts annexed to them and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956.

* On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the board of Directors, none of the directors are disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

* Interest has been provided in the accounts for the Current liabilities and advance share application money for the current financial year & earlier year also, as per the understanding between the company & Investors. Further it has been explained by the management that certain advances has been received for future business, but the company could not deliver on time and management decided to compensate them with agreed interest on non performances, since no agreement copy for the same has been provided to us, but Board resolutions has been provided for the verification. Further we want to state that the Finance Cost includes Rs. 1282.67 lakhs as prior period interest/earlier year interest as per the understanding of the management with other parties. Further they have explanied that due to now - availability of cash flow & insufficient profits the company did not provide the interest on those Current liabilities and advance share application money in previous year,

* As per the information received by the management, the company does not have a full time company secretary employed, this is non compliance of section 301 of Companies, Act 1956

* The Interest provided to the Related Parties during the current year has not been disclosed in the Significant Accounting Policies to the Financial Statements.

* The write off made by the company during the financial year includes the advances give in previous year towards the sugarcane business of the company.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

I.

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

b) The Fixed assets of the company have not been physically verified during the year by the management and hence we are unable to comment on any discrepancy.

c) During the year the company has revalued assets i.e. Land & Building And the revaluation reserve has been created to the tune of Rs 8748.66 lakhs as per the valuation report provided by the approved valuer.

II.

a) Physical Verification of stocks of finished goods, stores, spare parts and raw marerials was conducted by the Management during the period. In our opinion, the frequency was reasonable.

b) The procedures of Physical Verification of stocks followed by the Management are reasonable and adequate, commensurate to the size of the Company and nature of its business.

c) On the Basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the book of accounts.

III.

a) According to the information and explanation give to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) According to the information and explanations given to us. the Company has taken unsecured loan from parties covered in the register maintained under section 301 of the Companies Act, 1956. o/s amount of loan takes is Rs. 486.52 lakhs

IV. In Our opinion and according to the information and explanations give to us the Internal Control System is inadequate to the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods and services.

V.

a) Based on the audit procedures applied by us and according to the information and explanation provided to us by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act 1956 have been entered in the register required to be maintained under that section.

b) In our opinion, the transaction made in pursuance of such contracts or arrangement have been made at prices which are reasonable have regard to the prevailing market prices at the relevant time.

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

VII. As informed to us a firm of Chartered Accountants is appointed as Internal Auditors of the Company for the period under review, but the report of the same has not been provided to us.

VIII. No Cost records have been prescribed by the Central Government under section 209(1) (d) of Companies Act, 1956.

IX.

a) Undisputed statutory dues including provident fund: investons education and protection fund, employees state insurance, income-tax, sales-tax. wealth-tax. Service-tax, Customs duty. Excise Duty, cess have not been regularly deposited with the appropriate authority and there have been delays in large number of cases, the extant of arrears of statutory dues as at the last day of the financial year 2013-2014 outstanding for a period of more than six months from the date they became payable as per the list below.

         Nature of Dues                  Amount (in lakhs)

ESI Payable                                   3.65

Gratuity Payable                              5.98

Income Tax Payable                            2.25

Luxury Tax Payable                          226.30

P F Payable                                  15.13

Professional Tax Payable                      0.70

Property Tax Payable                          0.32

VAT Payable                                  61.82

Service Tax Payable                         127.44

TDS Payable                                  96.08

Water Tax Payable                             1.99

X. The accumulated losses of the Company are not more than fifty percent of its net worth. It has incurred cash loss during the year and in the immediately preceding financial year.

XI. Based on the audit procedures and on the information and explanations given by the Management, we are of the opinion that the Company has defaulted in repayment of dues to Financial Institutions or Banks.

XII. The Company has not granted loan and advances on the basis security by way of pledge os shares, debentures and other securities.

XIII. According to the information and explanations provided by the management, the company has not given any guarantees for loans taken by others from bank and financial institutions.

XIV. According to the information and explanations provided to us, the term loan availed during the year has been utilized for the purpose of which it has been raised.

XV. Based on audit procedures applied by us and according to the information and explanations provided by the Management, we are of the opinion that the Company has not used the funds raised on short term basis for long term investments.

XVI. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

XVII. No fraud on or by the company has been noticed or reposted during the course of our audit.

XVIII. Other Provisions of Companies (Auditor's Report) Order, 2003 are not applicable.

For U.C Bhandari and Co. Chartered Accountants Firm's Registration Number: 000440S

Pankaj N Mehta (Partner) Membership Number: 233165

Place : Bangalore Date : 25-02-2015