Auditor Report of South East Agro Industries Ltd.

Mar 31, 2013

We have audited the Annexed Balance Sheet of M/s SOUTH EAST AGRO INDUSTRIES LIMITED, New Delhi, as on 31st March 2013 and also Profit & Loss Account for the year ended on that date annexed thereto and the cashflow statement for the year ended on that date. These financial statements are the responsibility of the management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audii to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 for our opinion.

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 a statement of the matters specified in the paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, 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 if appears from our examination of those books.

c). The Balance Sheet and the Profit & Loss Account dealt by the report are in agreement with the books of account.

d). In our opinion the Balance Sheet and Profit & Loss Accounts comply with the accounting standards referred to in section 211 (3c) of the Companies Act 1956.

e) On the basis of written representations received from the directors, as on 31st March 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2013 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 knowledge and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principals generally accepted in India.

(i) in the case of the Balance Sheet, of the state of affairs of the Company as on 31st March 2013.

(ii) in the case of the Profit & Loss Account, of the Loss of the Company tor the year ended on that date.

(iii) in the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure Re: South East Agro Industries Limited

Annexure referred to in paragraph 3 of the Auditor''s Report of even date

1. The Company has maintained proper records of fixed assets showing full particulars including quantitative details and situation of fixed assets on the basis of information available. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No materia! discrepancies were noticed on such verification. None of the fixed assets have been disposed off during the year.

2. As explained to us, inventories have been physically verified by the management at reasonable intervals during the year. !n our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business.

3 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 the business.

4. The company has maintained proper records of inventory. As explained co us, there were no material discrepancies noticed on physical verification of stocks as compared to book records.

5. in company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained u/s 301 of the Companies Act, 1956, or to the companies under the same management within meaning of Section 370 of the Companies Act. 1S56

6. The terms and conditions on which the company has taken bans from companies, firms or other parties listed in the register maintained under sub section (1B) of section 370 of the Companies Act, 1956 (1 of 1956) are prima facie not prejudicial to the interest of the company

7. In our opinion, and according to the information and explanation given to us, there are adequate interna! control procedures commensurate with the size of the Company and the nature of its business for the purchase of Raw Material, Stores & Spares and Fixed Assets and for the sale or goods, in our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

8 In our opinion and according to the information and explanations given to us, there were no transactions of purchase and sale of goods and materials made in pursuance of contracts or arrangements entered in the registers maintained u/s. 301 of the Companies act, 1956 and aggregating during the year to RS.5,00,000/- or more.

9. The company has not a accepted any deposited from the public in terms of Section 58A of the Companies Act 1956.

10. In our opinion, the company has an interna! audit system commensurate with the size and nature of its business.

11. The Centrai Government has not prescribed maintenance of cost records under section 209(1 ){d) of the Companies Act 1956..

12. According to the records of the Company, Employees State insurance Fund have been deposited with appropriate authorities generally in time. We have been informed that provisions of Provident Fund Act are not applicable to the company.

13. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Sales tax, Income tax, Weaith tax, Customs duty and excise duty, which have remained outstanding as ai 31st ivlarch 2012 for a period of more than six months, from the date they became payable, except those stated in the Notes on Accounts.

14. According to the information and explanations given to us, the company was in default in repayment of Term Loan and interest on term ioan not provided. Please refer to note Nos 4 & 5 in schedule -Xil!

15. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other secutities

16. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions

17. The company has not taken any term loans during the year

18. the company has not raised any funds on short term basis and applied them for long term investments and wee versa.

19. According to the information and explanations given to us no preferential allotment of shares has been made by the Company to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

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

For N. K. Bhat & Associates

Chartered Accountants

Place: New Delhi ( N. K. Bhat)

Proprietor M.No. 085136

Firm No 011556N