Auditor Report of ISC Udyog Ltd.

Mar 31, 2011

1. We have audited the attached Balance Sheet of ISC UDYOG LTD. as at March 31, 2011 and also the Profit and Loss account for the year ended on that date annexed thereto. 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.

2. 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 responsible assurance about whether the financial statements are free of material mis-statement An audit includes examining, on the 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 for our opinion

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Company Law Board under Section 227 (4A) of the Companies Act, 1956, We enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and behalf were necessary for the purpose of our audit.

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from oar examination of those books.

iii. The Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of account.

iv. In our opinion, the Balance Sheet, and Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 2011 of the Companies Act, 1956.

v. On the basis of written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as or 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.

vi. In our opinion and to the best of our information and according to the explanation Oven to us, the said the accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity principles generally accepted in India:

(a) In the case of Balance Sheet, of the state of affairs of the company as at March 31, 2011:

(b) In the case of Profit and Loss account, of the profit for the year ended on the date: and

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



ANNEXURE REFERRED TO IN PARAGRAPH 3 Of OUR REPORT Of EVEN DATE

Re: ISC Udyog Ltd.

1. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. The Physical verification of fixed assets is performed by the management in accordance with a rotational plan, which is intended to cover all the fixed assets of the company over a period of two years. We are informed that no material discrepancies were noted, during the course of such verification. In our opinion, the frequency of such verification is reasonable. There was no substantial disposal of fixed assets during the year.

2. The management has conducted physical verification of inventory at reasonable intervals during the year. The procedures of physical verification of inventory (except for goods in bond and transit) followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. There are no parties that require to be listed in the register maintained under section 301 of the Act, accordingly, clauses (iii), (V) and (xviii) of the Companies (Auditors Report) Order, 2003 are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures 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 our audit no major weakness has been noticed in the internal controls in respect to these areas.

5. In our opinion and according to the information and explanations given to us, there are no parties listed in the register maintained under section 301 of the companies Act, 1956 and hence no transactions in pursuance of contracts or arrangement that need to be entered into the register maintained under section 301 of the companies Act 1956 have taken place in this regard.

6. The company has not accepted any deposits from the public during the year. In our opinion the provision of Section 58A and 58AA of the Act and rules framed there under with regard to the deposits accepted from public are not applicable. No Order has been issued by the Company Law Board in this respect.

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

8. The Central Government has not prescribed maintenance of cost records by the Company under section 209(1)(d) of the Act.

9. According to the records of the Company, the Company is regular in depositing undisputed statutory dues including with holding of taxes, provident fund, employees state insurance, income tax, sales tax, wealth tax, customs duty and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding at the year end for a period of more than six months from the date they become payable.

10. The company does not have accumulated losses the end of the financial year and it has not incurred any cash losses of in the current 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 repayments of loan to financial institution, bank or debenture. The Company does not have borrowings form bank, financial institutions and not by way of debentures.

12. According to the information and explanations given to us and based on the documents and records produced 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. Our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clauses 4(xiv) of the Companies ( Auditor's Report) Order, 2003 are not applicable to the Company.

15. 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.

16. Based on information and explanations given to us by the management, the company has not taken term loan from banks or financial institutions during the year.

17. According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment and no long-term funds have been used to finance short-term assets (excludes permanent working capital).

18. The Company has not issued debentures during the year so this clause is not applicable.

19. The Company has not issued any shares to the public and so this clause is not applicable.

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

JAPURIAR & CO.

Chartered Accountants

(N. JAIPURIAR)

PARTNER

M. No. 074669

F. R. No. 121805W Place: MUMBAI

Date : 15.05.2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of ISC UDYOG LTD. as at March 31, 2010 and also the Profit and Loss account for the year ended on that date annexed thereto. 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.

2. 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 responsible assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on the 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 for our opinion

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Company Law Board under Section 227 (4A) of the Companies Act, 1956, We enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and behalf were necessary for the purpose of our audit.

ii. 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.

iii. The Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of account.

iv. In our opinion, the Balance Sheet and Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is 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.

vi. In our opinion and to the best of our information and according to the explanation given to us, the said the accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity principles generally accepted in India;

(a) in the case of Balance Sheet, of the state of affairs of the company as at March 31,2009;

(b) in the case of Profit and Loss account, of the profit for the year ended on the date; and

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



ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

Heruk Agro Foods Ltd.

1. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. The physical verification of fixed assets is performed by the management in accordance with a rotational plan, which is intended to cover all the fixed assets of the company over a period of two years. We are informed that no material discrepancies were noted, during the course of such verification. In our opinion, the frequency of such verification is reasonable. There was no substantial disposal of fixed assets during the year.

2. The management has conducted physical verification of inventory at reasonable intervals during the year. The procedures of physical verification of inventory (except for goods in bond and transit) followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. There are no parties that require to be listed in the register maintained under section 301 of the Act, accordingly, clauses(iii), (v) and (xviii) of the companies (Auditors Report) order, 2003 are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures 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 our audit, no major weakness has been noticed in the internal controls in respect of these areas.

5. In our opinion and according to the information and explanations given to us, there are no parties listed in the register maintained under section 301 of the companies Act 1956 and hence no transactions in pursuance of contracts or arrangement that need to be entered into the register maintained under section 301 of the companies Act 1956 have taken place in this regard.

6. The company has not accepted any deposits from the public during the year. In our opinion the provision of Section 58A and 58AA of the Act and rules framed there under with regard to the deposits accepted from public are not applicable. No Order has been issued by the Company Law Board in this respect.

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

8. The Central Government has not prescribed maintenance of cost records by the Company under section 209(1)(d) of the Act.

9. According to the records of the Company, the Company is regular in depositing undisputed statutory dues including withholding of taxes, provident fund, employees state insurance, income tax, sales tax, wealth tax, customs duty and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding at the year end for a period of more than six months from the date they become payable.

10. The company does not have accumulated losses the end of the financial year and it has not incurred any cash losses of in the current 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 repayments of loan to financial institution, bank or debenture. The Company does not have borrowings form bank, financial institutions and not by way of debentures.

12. According to the information and explanations given to us and based on the documents and records produced 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. Our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clauses 4(xiv) of the Companies ( Auditor's Report) Order, 2003 are not applicable to the Company.

15. 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.

16. Based on information and explanations given to us by me management, me company has not taken term loan from banks or financial institutions during the year.

17. According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we report mat no funds raised on short-term basis have been used for long-term investment and no long-term funds have been used to finance short-term assets (excludes permanent working capital).

18. The Company has not issued debentures during the year so this clause is not applicable.

19. The Company has not issued any shares to the public and so this clause is not applicable.

20. Based upon the audit procedures performed for the purpose of reporting the true and fair view of me financial statements and as per toe information and explanations given by the management, we report mat no fraud on or by the Company has been noticed or reported during course of our audit.

JAPURIAR & CO.

Chartered Accountants

(N. JAIPURIAR)

PARTNER Place: MUMBAI

Date: 19.08.2011