1.  We have audited the attached Balance Sheet of Agro Tech Foods
 Limited (the Company) as at 31 March 2011, the profit and Loss Account
 and the Cash Flow Statement of the Company 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 of material misstatements. 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 signifcant 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 (the
 Order), as amended, 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 on the matters specifed 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:
 
 i) we have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes 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, profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 iv) in our opinion, the Balance Sheet, profit and 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, to the extent applicable;
 
 v) on the basis of written representations received from the directors,
 as on 31 March 2011, and taken on record by the Board of Directors, we
 report that none of the directors is disqualifed as on 31 March 2011
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956; and
 
 vi) in our opinion and to the best of our information 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 give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31 March 2011;
 
 b) in the case of the profit and Loss Account, of the profit for the year
 ended on that date; and
 
 c) in the case of Cash Flow Statement, of the cash fows of the Company
 for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 The Annexure referred to in the auditors report to the Members of Agro
 Tech Foods Limited (the Company) for the year ended 31 March 2011. We
 report that:
 
 1.  The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fxed assets.
 
 2.  The Company has a regular program of physical verifcation of its
 fxed assets by which all fxed assets are verifed every year. In our
 opinion, the periodicity of physical verifcation is reasonable having
 regard to the size of the Company and the nature of its assets. No
 material discrepancies were noted on such verifcation.
 
 3.  Fixed assets disposed off during the year were not substantial, and
 therefore, do not affect the going concern assumption.
 
 4.  The inventories, except goods-in-transit and stocks lying with
 third parties, have been physically verifed by the management during
 the year. In our opinion, the frequency of such verifcation is
 reasonable. For stocks lying with third parties at the year-end,
 written confrmations have been obtained.
 
 5.  In our opinion, the procedures for the physical verifcation of
 inventories followed by the management are reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 6.  The Company is maintaining proper records of inventory. The
 discrepancies noticed on verifcation between the physical stocks and
 the book records were not material.
 
 7.  The Company has neither granted nor taken any loans, secured or
 unsecured, to or from companies, frms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 8.  In our opinion and according to the information and explanations
 given to us, and having regard to the explanation that purchases of
 certain items of inventories are for the Companys specialised
 requirements and suitable alternative sources are not available to
 obtain comparable quotations, there is an adequate internal control
 system commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventories and fxed assets and
 with regard to the sale of goods and services. 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
 system. We have not observed any major weakness in the internal control
 system during the course of the audit.
 
 9.  In our opinion, and according to the information and explanations
 given to us, there are no contracts and arrangements the particulars of
 which need to be entered into the register maintained under section 301
 of the Companies Act, 1956.
 
 10.  The Company has not accepted any deposits from the public.
 
 11.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 12.  We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules prescribed by the Central Government for
 maintenance of cost records under section 209(1)(d) of the Companies
 Act, 1956 and are of the opinion that prima facie, the prescribed
 accounts and records have been made and maintained. However, we have
 not made a detailed examination of the records.
 
 13.  According to the information and explanations given to us and on
 the basis of our examination of the records of the Company, amounts
 deducted/accrued in the books of account in respect of undisputed
 statutory dues including provident fund, employees state insurance,
 income-tax, sales-tax, wealth tax, service tax, customs duty, excise
 duty and other material statutory dues have been regularly deposited
 during the year by the Company with the appropriate authorities. As
 explained to us, the Company did not have any dues on account of
 investor education and protection fund.
 
 Further, there were no dues on account of Cess under Section 441A of
 the Act, since the date from which the aforesaid section comes into
 force has not yet been notifed by the Central Government.
 
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident Fund, Employees
 State Insurance, Income tax, Sales tax, Wealth tax, Service tax,
 Customs duty, Excise duty and other material statutory dues were in
 arrears as at 31 March 2011 for a period of more than six months from
 the date they became payable.
 
 14. According to the information and explanations given to us, there
 are no dues of income tax, wealth tax, service tax and customs duty
 which have not been deposited with the appropriate authorities on
 account of any dispute. According to the information and explanations
 given to us, the following dues of sales tax, excise duty and entry tax
 have not been deposited by the Company on account of disputes:
 
                                    Amount   Period to 
                                             which the 
 Name of the Statute  Nature of Dues                   Forum where the 
                                                     dispute is pending
                                 (Rs. Millions)  amount 
                                              relates
 
                     Excise Duty –
 Central Excise 
 Act, 1944                              0.78   2004 – 
                                               2005  Central Excise and 
                                                     Service Tax 
                                                     Appellate Tribunal
                     CENVAT credit
 
                                        0.10   1997 – 
                                               1998  Sales Tax 
                                                     Appellate Tribunal
 Andhra Pradesh 
 General Sales Tax   Sales Tax          1.80   2001 – 
                                               2002  Sales Tax 
                                                     Appellate Tribunal
 Act, 1956                              2.68   2002 – 
                                               2003  Appellate Deputy 
                                                     Commissioner, 
                                                     Commercial Taxes
 
                                        0.19   1997 – 
                                               1998  Sales Tax Appellate 
                                                     Tribunal
 Bombay Sales 
 Tax Act, 1958       Sales Tax          0.63   2002 – 
                                               2003  Joint Commissioner 
                                                     of Sales Tax 
                                                     (Appeals)
 
                                        0.22   1998 – 
                                               1999  Sales Tax Appellate 
                                                     Tribunal
 Gujarat Sales 
 Tax Act, 1970       Sales Tax          0.12   1999 – 
                                               2000  Sales Tax Appellate 
                                                     Tribunal
 
 West Bengal Sales 
 Tax Act, 1994       Sales Tax          0.72   2001 – 
                                               2002  Sales Tax Appellate 
                                                     Tribunal
 
                                        0.62   2001 – 
                                               2002  Sales Tax Appellate 
                                                     Tribunal
 
 Bihar Sales 
 Tax Act, 1981       Sales Tax          2.26   2002 – 
                                               2003  Joint Commissioner, 
                                                     Commercial Taxes
 
                                        0.95   2003 – 
                                               2004  Additional 
                                                     Commissioner,
                                                     Commercial Taxes
 Delhi Sales 
 Tax Act, 1975       Sales Tax          0.39   2004 – 
                                               2005  Additional 
                                                     Commissioner, 
                                                     Commercial Taxes
 
                                        0.78   2003 – 
                                               2004  Deputy Commissioner 
                                                     (Appeals), 
                                                     Commercial Taxes
 
 Uttar Pradesh 
 Sales Tax
 Act, 1948         Sales Tax and CST  359.55   2005 – 
                                               2006  Deputy Commissioner, 
                                                     Commercial Taxes
 Central Sales 
 Tax Act, 1956                        251.45   2006 – 
                                               2007  Deputy Commissioner, 
                                                     Commercial Taxes
 Rajasthan Sales 
 Tax Act, 1954     Sales Tax            0.30   2001 – 
                                               2002  High Court, Jodhpur
 
                                        0.26   2002 – 
                                               2003  Assistant 
                                                     Commissioner,
                                                     Commercial Taxes
 Tamilnadu Sales
 Tax Act, 1959     Sales Tax            2.23   2003 – 
                                               2004  Assistant 
                                                     Commissioner (CT), 
                                                     Koyambedu, Chennai
 
 Andhra Pradesh 
 Entry Tax 
 Act, 2001          Entry Tax           2.71   2005 – 
                                               2006  Deputy Commissioner 
                                                     (Appeals), 
                                                     Commercial Taxes
 
 15.  The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year and
 in the immediately preceding financial year.
 
 16.  In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to its
 bankers.
 
 The Company did not have any outstanding dues to any financial
 institution or debenture holders during the year.
 
 17. The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 18.  In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund or a nidhi/ mutual beneft
 fund/ society.
 
 19.  According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 20.  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.
 
 21.  The Company did not have any term loans outstanding during the
 year.
 
 22.  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 funds
 raised on short-term basis have not been used for long-term investment.
 
 23.  The Company has not made any preferential allotment of shares to
 companies/frms/parties covered in the register maintained under Section
 301 of the Companies Act, 1956.
 
 24.  The Company did not have any outstanding debentures during the
 year.
 
 25.  The Company has not raised any money by public issues.
 
 26.  According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
                                                      For B S R and Co
 
                                                 Chartered Accountants
 
                                     Firm Registration Number: 128510W
 
                                                         Zubin Shekary
 Place : Gurgaon                                               Partner
 
 Date : 29 April 2011                             Membership No: 48814