Auditor Report of Hindustan Agrigenetics Ltd.

Mar 31, 2024

We have audited the accompanying standalone Ind AS financial statements of M/s
HINDUSTAN AGRIGENETICS LIMITED (CI''N No.! L01119DL1990PLC04W79),

wh ch comprises the standalone Balance Sheet as at 3i"¹ March 2024_J and the
standalone? Statement of Profit and Loss (including Other Comprehensive Income J_r
the statement of changes in Equity and Statement Of Cash Rows for the year ended
on thfiT dote and notes to the standalone financial statements, Including a summary
of significant accounting policies and other explanatory information.

Basis for Opinion

We conducted pur audit in accordance with, the Standards an Auditing (SAs) specified
under section 143(10) of the Companies Act_r 2013, Our responsibilities under those
Standards are further described in the Auditor''s Responsibilities for the Audit or the
Standalone financial statements section of our report. We are Independent of the
Company in accordance with the Code of Ethics’ issued by tho institute of Chartered
Accountants oF India together with the ethical requirements that are relevant to our
audit of the standalone financial statements under the provisions of the Companies
Act, 2013 and the Rules there under, and we hove fulfil led our other ethical
responsibilities In accordance with those requirements and the ICAI''s Code or Ethics,
We believe chat the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion an the standalone financial statements.

Responsibilities of Management and those charged In the governance for

1. The Company''s Board of Directors is responsible Tor the matter 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 state of affairs,
profic/loss, and cash flows of the company In accordance with the accounting principles
generally accepted In Ind la _r including the Indian Accounting Standards (IND AH)
specified under section 133 of the Act, read with Rule 2 of the Companies (Accounts)
Role. 2014, This responsibility also Includes maintenance of adequate accounting
records Ln accordance with the provisions or the ACE for safeguarding the assets of the
company and for preventing and detecting frauds and other irregularities! selection
and application of appropriate accounting policies; making Judgments and estimates
that are reasonable and prudcnl:; and design. Implementation and maintenance of
adequate Internal financial control, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to th-e preparation and
presentation of standalone financial statements that give a true and fair view and are
frqq from matonal misstPtomqnts, whether due to fraud or error,

In preparing the standalone financial management, and board Of

directors are responsible for assessing the company''s ability to continue as a going
concern, disclosing, as applied ble, matters related lu going Concern end using the
going concern basis of accounting unless management either intends to liquidate the
company or to cease operations, or has no realistic alternative but to do so.

iipard of Directors ic also responsible for overseeing the Company''s financial reporting
process.

Auditor''s Responsibility for the Audit of Standalone financial statements.

.2. Our objectives ore to obtain reasonable assurance about whether the standalone
financial statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion- Reason able
aSSuTAnce ES ft high level Of assurftnCe, but ift not a guarantee that an audit Conducted
in accordance with SAs will always detect a material misstatement when It exists.
Misstatements can arise from fraud or error and arc considered material If_r Individually
Or in the aggregate, they could^r reasonably be expected to influence the economic
decisions or users taken on the basis of these standalone financial statements.

Our responsibility is to express an opinion on these standalone financial statements
based on our audit.

We have taken Into account the provisions of the Act, the accounting and auditing
standards and matter which are required to be included In the audit report under the
provisions of the Act and Rules made there under.

We conducted our audit In accordance with the standards on auditing specified under
section 143(10) of the Act. Those standards repulre that we comply with ethical
requirements end plan and perform the audit to obtain reasonable assurance about
whether the standalone financial statements are free from material misstatements

An audit Involves performing procedure to obtain audit evidence about the amounts
and disclosure in the Standalone financial statements. The procedures selected depend
an the auditor''s judgment, including the assessment of the risk of material
misstatements of the standalone financial statements, whether due to fraud or error
In making those risk assessment, the auditor considers Internal control relevant to the
Company''s preparation of the standalone financial statements that give n true and fair
view In order to design audit procedures that are appropriate in the circumstances, but
rtot for the purpose of expressing an opinion on whether the company has In place an
adequate Internal financial controls system over financial reporting and Che operating
effwcrivKness of such controls. An audit also Includes evaluating the approprratencss of
accounting policies used and the reasonableness or accounting estimates made by the
company''s Directors, as well as evaluating the overall presentation of standalone
financial statements.

We betievE:^ that the audit evidence we have obtained Is sufficient and appropriate to
provide a basis for our audit opinion on the standalone financial statements,

Opinion

3. In Pur opinion and to Che best qf our Information and according to the explanations
given to g*_r tht standalone financial statements give the information required by the
Art in the manner so required and give a true and fair view in conformity with the
accounting principles acne rally accepted In Xndrai

a. In case of the Balance Sheet,, of the state of affairs of the Company as at 31" March
3524;

b. in case of Profit and Loss Account {total comprehensive Income changes In Equity), of
the Profit for the year ended on that date-

c. In case of Cash flow statements, of Ehe cash flews for the year ended 31*'' March
2924.

Key Audit Matters

Key audit matters are Ohh matters that, In our professional Judgment, were of most
significance *n our audit of the financial statement of the current, period, These matters
were addressed In the context of our audit of the financial statement as a whole, and
in forming our opinion thereon and we do not provide a separate opinion on these
matters.

Hoport on other Legal and Regulatory Requirements

4) As required by the Companies {Auditor''s Report) Order* 2020 ("the order''"),
1%''iiiorl by Central Government of India in terms of sub-section (II) of section
143 df the companies Act, 2043, W* give in the Annexure A a statement
on the matters specified in paragraphs 3 and 4 or the order.

2) (A) As Required by section 443(3) of the Act, WC report: that:

a. We have sought and obtained all Information and explanations which to the best of our
kno wledge und belief were nttcessary for fhn purpose Of Oilf audit

b. In our opinion proper books of account as required by Law have been kept by the
CLiiinu-fjriy 90 far ais It appears from uu> examinations of Lhasa books

c. The franco Shoot, statement of Profit and Loss and the cash Flow Statement dealt
with by this Report ore In agreement with the books of account.

d. In Our opinion, the aforesaid financial Standards comply With the specified under
lection 3 3 3 of the Act •

c. On the basis aF written representation* received Trom the directors as on 3 1^,s March
2024 taken nn record by the Hoard of Directors, none of the director is disqualified as
on 34“ Msreh 2024, from being appointed as a director |n terms of section 164(2) of
the Act.

f. With respect to the adequacy of internal financial controls with reference to financial
statement of the company and the operating effectiveness of such controls , refer to
our separate report In Annexure O

g. With respect to the other metiers to be Included in the Auditor''s Report In accordance

with -rule 11 of the companies {Audit and Auditors) RuIp^, 2014. In our Opinion urd to
the best of our Information and according to the explanations gives to us: ¦ i i-iii

I, The Company did not have any ponding ntlgoHon hence no 1 it pads or Its flnantt.il
position;

(t. The Company did not tiavo i|ny lontf term Contracts Including derivative contracts
ror AUlrlT there ware any mareiial roieseeaule losses.

III. The company m= not transferred hs 1,53,692 refund «rt^nd"2_t

eight yean; under the head thorp application money to the investor Education and

Protection Fund,

lv eased on eur examination, which included tost chocks, the Compaq hi* used
accounted &oftw*rea( for maintaining its oaoks pf account Tor ttie financial V^aii
tuded March 31, 2024 which has a feature of recording audit trail {c*dit log) facility
and tho ¦•¦no hos operated throughout the veer for «¦[

recorded In the softwares. Further, during the course of our audit wc did not come
across any instance of the audit trait feature being ta moored with.

v. *s proviso to nule 3tl> of the Companies (Accounts.) Rules. 20 id h applicable from
April 1, 2023, reporting under Rule 11(g) of thn Companies (Audit and Auditors)
Hines 2010 On preservation of audit trail us per the statutory requ ^Sr

record retention ,s not applicable rrw the nnanclal year ended March 31, 2021-

For R.K.GUlATI & ASSdtlMES
Chartered ACCOUNTANTS

Firm''s Registration No.: fi0722tiN

Places Mew Delhi —-ivc

Dated: 29.05.2024 ( _

(CA RAKtSH GULATI)
PARTNER
M, No.: OSAB9S

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Mar 31, 2014

We have audited the accompanying financial statements of HINDUSTAN AGRIGENETICS LIMITED [CIN NO. L01119DL1990PLC040979] which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit and Loss 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 and financial performance 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 financial statements that give a true and fair view and are free from material misstatements, 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 misstatements.

An audit involves performing procedure to obtain audit evidence about the amounts and disclosure in the financial statements. The procedures selected depend upon auditor''s judgement, 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 Company''s preparation and fair presentation of the financial statements in order to design audit procedure that are appropriate in the circumstances. 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 31st March 2014;

(b) In case of Profit and Loss Account, of the Loss 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 Central Government of India in terms of sub-section (4A) of section 227 of the Act, We give in the Annexure a statements 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:

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 and Statement of Profit and Loss, dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and Statement of Profit and Loss, 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 31st March 2014 and taken on record by the Board of Directors, none of the director is disqualified as on 31st March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to Independent Auditor''s Report

Referred to in paragraph 1 Under Report on other Legal and Regulatory Requirement Return of our report of even date.

In respect of it''s Fixed Assets

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 showing 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 and according to the information and explanations given to us, fixed assets disposed off during the year were not substained therefore does not affect the going concern assumption

In respect of Investment

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. In respect of inventories lying with third parties confirmations have been obtained from those parties and in respect of goods in transit. Subsequent goods receipts have been verified or confirmations have been obtained from other parties.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has neither granted nor taken any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, Weaknesses in such internal control system. We have not observed any major.

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 & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. According to the information and explanation given to us, The Company has not accepted any deposits from the public covered under section 58A and 58AA or any other provision of the Companies Act, 1956.

7. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. According to the information and explanation given to us in respect of statutory due.

(a) The company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities.

(b) There were no undisputed amount payable in respect of provident fund , Employees state insurance, income tax, sale tax, value added tax, wealth tax, service tax, custom duty, Excise duty cess and other material statutory dues in arrears as at 31st March, 2014 for a period of more than six months from the date they become payable.

10. In our opinion and according to us the information and explanations given to us and based on company records, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

11. In our opinion and 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.

12. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institutions.

13. In our opinion and according to information and explanation given to us, The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. In our opinion and according to procedures and on the information given to us and the records of the company examined by us, the term loan taken by the company have been applied for the purpose for which they were obtained.

15. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments.

16. 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.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been used for long-term investment by the Company.

18. According to the information and explanation given to us, during the year the Company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301, of the companies act 1956.

19. The Company has no outstanding debentures during the period under audit.

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

21. According to information and explanations given to us, no material fraud by the company or on the company has been noticed or reported during the year.

For R.K.GULATI & ASSOCIATES CHARTERED ACCOUNTANTS Firm''s Registration No.: 007226N

PLACE: NEW DELHI Dated:

(CA RAKESH GULATI) PARTNER M. No.: 084895

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Mar 31, 2011

We have audited the attached Balance Sheet of M/s HINDUSTAN AGRIGENETICS LIMITED., as at March 31,2011 and also the Profit & Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

(1) We conducted our audit in accordance with Auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material miss-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis in our opinion.

(2) As required by the Companies (Auditor's Report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(3) Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

a) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for 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 these books;

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with the this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) In our opinion, and based on information and explanations given to us, none of the directors are disqualified as on March 31,2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said account read together with significant accounting policies and subject to Note 'A (iv) regarding revaluation of fixed assets, Note 'G' regarding impairment of Assets and Note 'E' regarding confirmation of sundry creditors and sundry debtors and read with Notes on accounts (Schedule 'L') and those appearing elsewhere in the accounts give, the information's required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at March, 31, 2011;

(ii) In so far it relates to the Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

(iii) In so far as it relates to the Cash Flow Statement, of the cash flow of the Company for the year ended on that date.

Annexure to Auditor's Report Referred to in Paragraph 2 of our report of even date

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 on the basis of available information.

(b) As explained to us, the fixed assets have not been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. The Company has neither granted nor taken any loans, Secured or Unsecured to and from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) (b) to (d) of the Order are not applicable.

3. In our opinion and according to the information and explanations given to us, there is no adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods as the business of the company is discontinued.

4. In respect of transactions covered under Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, no transactions have been made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act,1956.

(b) In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs.5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

5. The Company has not accepted any deposits from the public.

6. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

7. We have been informed that the Central Government had not prescribed any maintenance of cost records under section 209 (1) (d) of the Companies Act 1956 in respect of any product the Company.

8. In respect of statutory dues:

According to the records of the Company, the company is regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues. According to the information and explanations given to us, no undisputed amounts are payable in respect of the aforesaid dues were outstanding as at 31st March 2010 for a period or more than six months from the date of becoming payable except the following amounts.

Nature of Statute Nature of Dues Amount Period to which Forum where (In Lakhs the amount dispute is rebates pending

(1) Income Tax TDS Tax Deducted at Rs.0.52 Not yet -- Sources Lakhs deposited



9. The Company has accumulated losses and has not incurred cash losses during the financial year covered by our audit and the accumulated loses the company are more than fifty percent of its net worth.

10. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures, and other securities.

11. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

12. The Company is not dealing in or trading in shares, securities debentures and other investments.

13. The Company has not given guarantees for loans taken by others from banks or financial institutions, According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima-facie prejudicial to the interest of the Company.

14. The Company has not raised any new term loans during the year.

15. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilised from short term sources towards repayment of long-term borrowings.

16. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

17. The Company has not issued any debentures during the year.

18. The Company has not raised any money by way of public issue during the year.

19. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

20. The other provisions of the aforesaid order are not applicable in case of the company.



For R.K.GULATI & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm's Registration No.: 007226N

PLACE : NEW DELHI (RAKESH GULATI)

DATED : 24 Aug.2011 PARTNER

M.No.: 084895

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s HINDUSTAN AGRIGENETICS LIMITED., as at March 31,2010 and also the Profit & Loss Account for tie year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

|(1) We conducted our audit in accordance with Auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis in our opinion.

(2) As required by the Companies (Auditors Report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in theAnnexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(3) Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

a) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for 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 these books;

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with the this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) In our opinion, and based on information and explanations given to us, none of the directors are disqualified as on March 31,2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said account read together with significant accounting policies and subject to Note A (iii) regarding revaluation of fixed assets, Note F regarding provision for doubtful debts, Note H regarding impairment of Assets and Note I (ii) regarding confirmation of sundry creditors and sundry debtors and read with Notes on accounts (Schedule M) and those appearing elsewhere in the accounts give, the informations required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at March, 31,2010; (ii) In so far it relates to the Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

(iii) In so far as it relates to the Cash Flow Statement, of the cash flow of the Company for the year ended on that date.

Annexure to Auditors Report Referred to in Paragraph 2 of our report of even date

1. In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, the fixed assets have not been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. The Company has neither granted nor taken any loans, Secured or Unsecured to and from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) (b) to (d) of the Order are not applicable.

3. In our opinion and according to the information and explanations given to us, there is no adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods as the business of the company is discontinued.

4. In respect of transactions covered under Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, no transactions have been made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act,1956.

(b) In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

5. The Company has not accepted any deposits from the public.

6. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

7. We have been informed that the Central Government had not prescribed any maintenance of cost records under section 209 (1) (d) of the Companies Act 1956 in respect of any product the Company.

8. In respect of statutory dues:

According to the records of the Company, the company is regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues. According to the information and explanations given to us, no undisputed amounts are payable in respect of the aforesaid dues were outstanding as at 31st March 2010 for a period or more than six months from the date of becoming payable except the following amounts.

Nature of Statute Nature of Dues Amount (In Lakhs>

(1) Income Tax

TDS Tax Deducted at Rs.0.52 Sources Lakhs

Nature of Statue Period to which Forum where the amount dispute Is relates pending

(1) Income Tax Not yet deposited - TDS

9. The Company has accumulated losses and has not incurred cash losses during the financial year covered by our audit and the accumulated loses the company are more than fifty percent of its net worth.

10. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures, and other securities.

11. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, clause 4 (xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

12. The Company is not dealing in or trading in shares, securities debentures and other investments.

13. The Company has not given guarantees for loans taken by others from banks or financial institutions, According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima-facie prejudical to the interest of the Company.

14. The Company has not raised any new term loans during the year.

15. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilised from short term sources towards repayment of long-term borrowings.

16. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

17. The Company has not issued any debentures during the year.

18. The Company has not raised any money byway of public issue during the year.

19. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

20. The other provisions of the aforesaid order are not applicable in case of the company.

For R.K.GULATI & ASSOCIATES

CHARTERED ACCOUNTANTS

Firms Registration No.: 007226N

PLACE: NEW DELHI (RAKESH GULATI)

DATED: 27th August,2010 PARTNER

M.No.: 084895

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Mar 31, 2009

We have audited the attached Balance Sheet of M/s HINDUSTAN AGRIGENETICS LIMITED., as at March 31,2009 and also the Profit & Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

(1) We conducted our audit in accordance with Auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis in our opinion.

(2) As required by the Companies (Auditors Report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(3) Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

a) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for 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 these books;

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with the this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) In our opinion, and based on information and explanations given to us, none of the directors are disqualified as on March 31,2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said account read together with significant accounting policies and subject to Note A (II) regarding revaluation of fixed assets, Note F regarding provision for doubtful debts, Note H regarding impairment of Assets and Note No. T (ii) regarding confirmation of sundry creditors and sundry debtors and read with Notes on accounts (Schedule M) and those appearing elsewhere in the accounts give, the informations required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at March, 31, 2009;

(ii) In so far it relates to the Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

(iii) In so far as it relates to the Cash Flow Statement, of the cash flow of the Company for the year ended on that date.

Annexure to Auditors Report Referred to in Paragraph 2 of our report of even date

1. In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, the fixed assets have not been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. The Company has neither granted nor taken any loans, Secured or Unsecured to and from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) (b) to (d) of the Order are not applicable.

3. In our opinion and according to the information and explanations given to us, there is no adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods as the business of the company is discontinued.

4. In respect of transactions covered under Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, no transactions have been made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act,1956.

(b) In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

5. The Company has not accepted any deposits from the public.

6. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

7. We have been informed that the Central Government had not prescribed any maintenance of cost records under section 209 (1) (d) of the Companies Act 1956 in respect of any product the Company.

8. In respect of statutory dues:

According to the records of the Company, the Company is regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues. According to the information and explanations given to us, no undisputed amounts are payable in respect of the aforesaid dues were outstanding as at 31st March 2009 for a period of more than six months from the date of becoming payable except the following amounts.

Nature of Statute Nature of Dues Amount Period to which Forum where (In Lakhs)the amount dispute is reLates pending

(1) Custom Duty Custom Duty Rs. 87.46 Non fulfillment of Southern Bench Lakhs export obli gation Customs, Puis Inte rest for 100% EOU Excise and unit Service Tax Appellate, Tribunal, Banglore

Penality Rs. 5.00 Non fulfillment of Southern Bench Lakhs export obli gation Customs for 100% EOU Excise and unit Service Tax Appellate, Tribunal, Banglore

(2) Income Tax

TDS Tax Deducted at Rs. 0.51 Not yet deposited - Sources Lakhs

9. The Company has accumulated losses and has not incurred cash losses during the financial year covered by our audit and the accumulated loses of the company are more than fifty percent of its net worth.

10. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures, and other securities.

11. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, clause 4 (xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

12. The Company is not dealing in or trading in shares, securities debentures and other investments.

13. The Company has not given guarantees for loans taken by others from banks or financial institutions, According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima-facie prejudical to the interest of the Company.

14. The Company has not raised any new term loans during the year.

15. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilised from short term sources towards repayment of long-term borrowings.

16. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

17. The Company has not issued any debentures during the year.

18. The Company has not raised any money by way of public issue during the year.

19. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

20. The other provisions of the aforesaid order are not applicable in case of the company.



PLACE: NEW DELHI For R.K.GULATI & ASSOCIATES DATED: 29.08.2009 CHARTERED ACCOUNTANTS (RAKESH GULATI) PARTNER