Auditor Report of Venus Sugar Ltd.

Jun 30, 2010

1. We have audited the attached Balance Sheet of M/s VENUS SUGAR LIMITED as at 30th June, 2010 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. 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.

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 reasonable assurance about whether the financial statements are free from 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.

3. As required by the Companies (Auditors Report) Order 2003, issued by the Central Government in terms of sub section (4A) of section 227 of the Companies Act, 1956, we annex hereto 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 in paragraph 3 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, as far as appears from our examination of such books, and the above mentioned accounts are in agreement therewith;

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

d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report 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 June 30th, 2010 and taken on record by the Board of Directors, we report that none of the directors of the company are disqualified as on 30th June, 2010 from being appointed as Director, in terms of clause (g) of sub-section (1) to section 274 of the act;

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information 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 the case of the Balance Sheet, of the State of Affairs of the company as at 30th June 2010 and, ii) In the case of the Profit & Loss Account, of the Loss for the year ended on that date and, iii) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT: (Referred to in paragraph 3 of our report of even date)

1. a) The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) The fixed assets have been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

c) During the year there has been no major disposal of fixed assets.

2. a. The Inventories have been physically verified by the Management. In our opinion, the frequency of verification is

reasonable.

b. The procedure of physical verification of Inventories followed by the Management is reasonable and adequate in relation to the size of the company and nature of its business.

c. In our opinion and according to the information and explanations given to us, the company is maintaining proper records of Inventories. No material discrepancies were noticed during verification between the physical stocks ana book records.

3. In our opinion and according to the information and explanations given to us, the company has not granted but taken interest free unsecured loans, during the year from companies, firms and other parties covered in the register maintained under section 301 of The Companies Act, 1956, as explained in the notes to Accounts (Schedule-S).

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure 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. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control.

5. To the best of our knowledge and belief and according to the information and explanations given to us, there were few transactions which are required to be entered and are entered into the register maintained under section 301 of The Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from public within the meaning of section 58A & 58AA of the Companies Act 1956, at the end of the period covered by our audit report.

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

8. The Central Government has prescribed maintenance of Cost Records under section 209 (1)(d) of The Companies Act, 1956 in respect of White Crystal Sugar and we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We are however, not required, and have therefore not made a detailed examination of such records.

9. a) According to the records, the company is qenerally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues to the extent applicable to it. However all the pending dues had been deposited. b) According to the information and explanations given to us, no undisputed amount payable in respect of the Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues were in arrears as at 30th June 2010 for a period of more than six months from the date of becoming payable.

c) According to the information and explanations given to us, details of dues of Sales Tax, Income Tax, Excise Duty, Custom Duty, Entry Tax and Cess etc. which have not been deposited on account of any dispute before appropriate authorities are given below:

SI. Name of the Statute Nature of Dues Year to which

No. related

1. T U. P. Trade Tax Act, 1948 Tax imposed on Ex- U.P HSD 1998-99 Purchased and issued to transporters

2. Tax on Entry of Goods Entry Tax claimed by dept. 2001-02 Act, 1999

3 U. P. Trade Tax Act, 1948 UPTT imposed due to enhancement 2001-02 of sales of molasses & on the basis of Misc. Income

4 U. P. Trade Tax Act, 1948 UPTT imposed due to enhancement 2002-03 of sales of molasses & on the basis of Misc. Income

5 Tax on Entry of Goods Entry Tax imposed by the Department 2002-03 Act, 1999

6 Tax on Entry of Goods Entry Tax imposed by the Department 2003-04 Act 1999

7 U. P. Trade Tax Act, 1948 UPTT imposed due to enhancement 2003-04 of sales of molasses & on the basis of Misc. Income

8 U.P. Trade Tax Act,1948 UPTT imposed due to enhancement 2004-05 of sales of molasses & on the basis of Misc. Income

9 Tax on Entry of Goods Entry Tax imposed by department 2004-05 Act, 1999 on interstate Sale of Sugar

10 Factory Act, 1948 2 Cases 1999

11 Factory Act, 1948 2 Cases 2003

12 U. P Sugar Cane 17 Cases 2002-03 (Regulation of supply & purchase) Act, 1953

13 U.P Sugar Cane Act 3 Cases 2006-07

14 Central Excise Act, 1944 Demand of Excise Duty on 1995-96 Molasses

15 Central Excise Act, 1944 Demand on Difference of Rate on molasses 1996-97

16 Central Excise Act, 1944 Demand on removal & wrong accounting 1997-98 of molasses & sugar bags

17 Central Excise Act, 1944 Demand on shortage of molasses & excess 1997-98 of sugar bags

18 Central Excise Act, 1944 Demand on shortage of molasses 2004-05

19 Central Excise Act, 1944 Demand on removal of molasses without duty 2005-06

20 Central Excise Act, 1944 Demand on excess molasses 2005-06

SI. No. Name of the Statute Amount in Forum in which the

Lacs dispute is pending

1. U. P. Trade Tax Act, 1948 1.67 2nd Appeal in Tribunal, Meerut

2. Tax on Entry of Goods 2.00 2nd Appeal in Tribunal, Meerut Act,1999 3 U. P. Trade Tax Act, 1948 4.55 2nd Appeal in Tribunal, Meerut

4. U. P. Trade Tax Act, 1948 6.00 2nd Appeal in Tribunal, Meerut

5. Tax on Entry of Goods 0.60 2nd Appeal in Tribunal, Meerut Act,1999

6 Tax on Entry of Goods 42.94 1st Appeal Act,1999 pending in Tribunal, Meerut

7 U. P. Trade Tax Act, 1948 3.64 1st Appeal pending, in Tribunal, Meerut

8 U.P. Trade Tax Act,1948 4.12 1st Appeal in Tribunal, Meerut

9 Tax on Entry of Goods 85.08 1st Appeal in Tribunal, Meerut

10 Factory Act, 1948 0.50 CJM, Moradabad

11 Factory Act, 1948 0.20 ACJM, Chandausi

12 U P Sugar Cane 0.34 CJM, Moradabad Regulation of supply & purchase) Act, 1953

13 U. P Sugar Cane Act 0.34 High Court, Allahabad

14 Central Excise Act, 1944 7.73 Dy. Commissioner Moradabad

15 Central Excise Act, 1944 1.71 Tribunal New Delhi

16 Central Excise Act, 1944 83.89 Tribunal New Delhi

17 Central Excise Act, 1944 11.35 Tribunal New Delhi

18 Central Excise Act, 1944 1.68 Tribunal New Delhi

19 Central Excise Act, 1944 1.41 Tribunal New Delhi 20 Central Excise Act, 1944 0.33 Tribunal New Delhi Total 260.08 Lacs

10. The accumulated losses at the end of the financial year are more than hundred percent of its net worth. The company has incurred cash loss during the financial year covered by our report, however there were cash losses in the immediately preceding financial year. Thus as per the current financials the Company is a Sick Industrial Company within the meaning of Sick Industrial Companies (Special Provisioun) Act, 1985.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has partially defaulted in repayment of dues to Financial Institutions.

12. In our opinion and according to the information and explanations 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.

13. The provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit Society are not applicable to this company.

14. The company is not dealing or trading in shares, securities, debentures or other investments. However the investments made by the company in securities have been held by the company in its own name.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loan taken by others from banks and financial institutions.

16. In our opinion and according to the information and explanations given to us, the company has not raised any new term loan during the year under audit.

17. According to the information and explanations given to us and on the overall examination of the Balance Sheet of the company, we report that no short term funds were raised by the company which were used for long term investment during the year under review.

18. According to the information and explanations given to us, 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.

19. During the period covered by our audit report, the company has not issued any Debentures during the year.

20. During the period covered by our audit report, the company has not raised any money by way of public issue.

21. On examination of the Books & explanations afforded to us, No fraud on or by the company has been noticed or reported in respect of the year under audit.

For G. K. Nigam & Associates Chartered Accountants (Regn. No. 04972N)

Sd/- (Hari Om) Place : New Delhi Partner Date : 30/08/2010 M.No 87129

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Jun 30, 2009

1 We have audited the attached Balance Sheet of M/s VENUS SUGAR LIMITED as at 30th June, 2009 and also the Profit & Loss Account and the Cash Flow Statement 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 reasonable assurance about whether the financial statements are free from 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.

3. As required by the Companies (Auditors Report) Order 2003, issued by the Central Government in terms of sub section (4A) of section 227 of the Companies Act, 1956, we annex hereto 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 in paragraph 3 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, as far as appears from our examination or such books, and the above mentioned accounts are in agreement therewith;

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

d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report 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 June 30th 2009 and taken on record by the Board of Directors, we report that none of the directors of the company are disqualified as on 30" June, 2009 from being appointed as Director, in terms of clause (g) of sub-section (1) to section 274 of the act;

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information 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 the case of the Balance Sheet, of the State of Affairs of the company as at 30th June 2009 and,

ii) In the case of the Profit & Loss Account, of the Loss for the year ended on that date and,

iii) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT: (Referred to in paragraph 3 of our report of even date)

1. a) The company has maintained proper records shewing full particulars including quantitative details and situation of Fixed Assets.

b) The fixed assets have been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

c) During the year there has been no major disposal of fixed assets.

2. a. The Inventories have been physically verified by the Management. In our opinion, the frequency of verification is reasonable.

b. The procedure of physical verification of Inventories followed by the Management is reasonable and adequate in relation to the size of the company and nature of its business.

c. In our opinion and according to the information and explanations given to us. the company is maintaining proper records of Inventories No material discrepancies were noticed during verification between the physical stocks ana book records.

3 In our opinion and according to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured, during the year to / from companies, firms and other parties covered in the register maintained under section 301 of The Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure 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. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control.

5. To the best of our knowledge and belief and according to the information and explanations given to us, there were no transactions which are required to be entered into the register maintained under section 301 of The Companies Act, 1956.

6. In our opinion and according to the information and explanation -, given to us, the company has not accepted deposits from public within the meaning of section 58A & 58AA of the Companies Act 1956, at the end of the period covered by our audit report.

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

8. The Central Government has prescribed maintenance of Cost Records under section 209 (1)(d) of The Companies Act, 1956 in respect of White Crystal Sugar and we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We are however, not required, and have therefore not made a detailed examination of such records.

9. a) According to the records, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty. Excise Duty, Cess, FBT and other statutory dues to the extent applicable to it. However all the pending dues had been deposited.

b) According to the information and explanations qiven to us, no undisputed amount payable in respect of the Income Tax, Sales Tax, Wealth Tax, Service Tax. Custom Duty, Excise Duty, Cess, FBT and other statutory dues were in arrears as at 30th June 2009 for a period of more than six months from the date of becoming payable.

c According to the information and explanations given to us, details of dues of Sales Tax, Income Tax, Excise Duty, Custom Duty. Entry Tax and Cess etc which have not been deposited on account of any dispute before appropriate authorities are given below:

Sl Name of the Statute Nature of Dues Year to which Amount in Forum in which the

No related Lacs dispute is pending

1. U P Trade Tax Act, 1948 Tax imposed on Ex- UP HSD 1998-99 1.67 2nd Appeal in Tribunal,

Purchased and issued to Meerut

transporters

2. Tax on Entry of Goods Entry Tax claimed by dept. 2001-02 2.00 2nd Appeal in Tribunal,

Act 1999 Meerut

3 U p Trade Tax Act, 1948 UPTT imposed due to enhancement 2001-02 4.55 2nd Appeal in Tribunal,

of sales of molasses & on the basis Meerut

of Misc. Income

4 U P Trade Tax Act, 1948 UPTT imposed due to enhancement 2002-03 6.00 2nd Appeal in Tribunal,

of sales of molasses & on the basis Meerut

of Misc. Income

5 Tax on Entry of Goods Entry Tax imposed by the Department 2002-03 0.60 2nd Appeal in Tribunal, Act 1999 Meerut

6 Tax on Entry of Goods Entry Tax imposed by the Department 2003-04 42.94 1st Appeal pending in Act 1999 Tribunal, Meerut

7 U P Trade Tax Act, 1948 UPTT imposed due to enhancement 2003-04 3.64 1st Appeal pending in

of sales of molasses & on the basis Tribunal, Meerut of Misc. Income

8 U P Trade Tax Act, 1948 UPTT imposed due to enhancement 2004-05 4.12 1st Appeal in Tribunal,

of sales of molasses & on the basis Meerut of Misc. Income

9 Tax on Entry of Goods Entry Tax imposed by department 2004-05 85.08 1st Appeal in Tribunal, Act 1999 on interstate Sale of Sugar Meerut

10 Factory Act, 1948 2 Cases 1999 0.50 CJM,Moradabad

11 Factory Act, 1948 2 Cases 2003 0.20 ACJM,Chandausi

12 U p Sugar Cane 17 Cases 2002-03 0.34 CJM, Moradabad Regulation of supply &

purchase) Act, 1953

13 U P Sugar Cane Differential cane price of SAP & SMP 2002-03 303 Supreme Court, Delhi Regulation of supply &

parchase) Act. 1953

14 U P Sugar Cane Act 3 Cases 2006-07 0.34 High Court, Allahabad

15 Central Excise Act,1944 Demand of Excise Duty on 1995-96 7.73 Dy. Commissioner

Molasses Moradabad

16 Central Excise Act, 1944 Demand on Difference of Rate on molasses 1996-97 1.71 Tribunal New Delhi

17 Certral Excise Act, 1944 Demand on removal & wrong accounting 1997-98 83.89 Tribunal New Delhi

of molasses & sugar bags

18 Central Excise Act, 1944 Demand on shortage of molasses & excess 1997-98 11.35 Tribunal New Delhi

of sugar bags

19 Central Excise Act, 1944 Demand on shortage of molasses 2004-05 1.68 Tribunal New Delhi

20 Central Excise Act, 1944 Demand on removal of molasses without duty 2005-06 1.41 Tribunal New Delhi

21 Central Excise Act, 1944 Demand on excess molasses 2005-06 0.33 Tribunal New Delhi

22 Central Excise Act, 1944 Shortage of molasses 2006-07 3.09 Asst. Commissioner

Moradabad

Total 566.17

10. The accumulated losses at the end of the financial year are more than fifty percent of its net worth. The company has incurred cash loss during the financial year covered by our report, however there were cash losses in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has defaulted in repayment of dues to Financial Institutions. The default continues since July 2006. Dues to SCB/ICICI aggregating to Rs.556 Lacs relate to overdue balance of principal & interest thereon and Rs 480 lacs in respect of ZCDs.

In accordance with the information & explanation and records produced before us, the company had moved proposal before the Fls for restructuring of their debts. The IFCI & SASF had already accorded their sanction, the company is closely following the matter with the SCB and the proposal is in their active consideration.

12 in our opinion and according to the information and explanations 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.

13. The provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit Society are not applicable to this company.

14. The company is not dealing or trading in shares, securities, debentures or other investments. However the investments made by the company in securities have been held by the company in its own name.

15. our opinion and according to the information and explanations given to us, the company has not given any guarantee for loan taken by others from banks and financial institutions.

16. in our opinion and according to the information and explanations given to us, the company has raised a new term loan amounting to Rs. 167 Lacs during the year under audit, under the scheme for Extending Financial Assistances to Sugar industries 2007 from State Bank of India.

17 According to the information and explanations given to us and on the overall examination of the Balance Sheet of the company, report that no short term funds were raised by the company which were used for long term investment during the year under review.

18. According to the information and explanations given to us, 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.

19. During the period covered by our audit report, the company has not issued any Debentures during the year.

20 during the period covered by our audit report, the company has not raised any money by way of public issue.

21 On examination of the Books & explanations afforded to us, No fraud on or by the company has been noticed or reported in . aspect of the year under audit.



For G. K. Nigam & Associates

Chartered Accountants

Sd/-

(Harl Om)

Place : New Delhi Partner

Date : 08.08.2009 M.No 87129