i. We have audited the attached Balance sheet of ARIES AGRO LIMITED, as
 at 31st March, 2011 and also the annexed profit & Loss Account and Cash
 Flow Statement of the Company for the period ended on that date. The
 preparation of fnancial statements is the responsibility of company
 management.  Our responsibility is to express an opinion on these
 fnancial statements based on our audit.
 
 ii. 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
 fnancial statements are free of material misstatement. An audit
 includes
 
 (a) examining, on a test basis, evidence to support the fnancial
 statement amounts and disclosures in the fnancial statement
 
 (b) assessing the accounting principles used in the preparation of
 fnancial statements
 
 (c) assessing significant estimates made by the management in the
 preparation of the fnancial statements and
 
 (d) evaluating overall fnancial statement presentation.
 
 We believe that our audit provides a reasonable basis for our opinion
 
 iii. As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government in terms of section 227(4A) of the Companies
 Act, 1956, we give in the Annexure a statement on the matters specifed
 in paragraphs 4 and 5 of the said Order.
 
 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 purposes of
 our audit;
 
 b.  In our opinion, proper books of accounts as required by law, have
 been kept by the Company so far as appears from our examination of the
 books of the Company;
 
 c.  The Balance Sheet and the profit and Loss Account and Cash Flow
 Statement referred to in this report are in agreement with the books of
 accounts of the Company
 
 d.  In our opinion, the Balance Sheet and profit & Loss Account and Cash
 Flow Statement dealt with by, this report comply with all material
 respects with the accounting standards referred to in sub-section (3C)
 of section 211 of the Companies Act, 1956 except as under:.
 
 Non Provision of Leave Encashment – as per Accounting Standard 15 (See
 note 4 to Notes to Accounts)
 
 e.  On the basis of written representations received from the
 directors, and taken on record by the Board of Directors, in our
 opinion, none of the directors is disqualifed from being appointed as
 director u/s 274(l)(g) of Companies Act, 1956;
 
 f.  The company is not a sick company within the meaning of section
 3(1) (o) of the SICA Act, 1985. Hence there is no question of payment
 of cess as required under section 441 A of Companies Act;
 
 g.  In our opinion and to the best of our information and according to
 the explanations given to us, the said Balance Sheet and the profit &
 Loss Account and Cash Flow Statement, together with notes thereon, 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 31st March, 2011,
 
 ii. in the case of the profit and Loss Account, of the profit of the
 Company for the period ended on that date.
 
 iii. in the case of the Cash Flow Statement, of the cash fows for the
 period ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 (This is the Annexure referred to in our Report of even date)
 
 In terms of the information and explanations given to us and the books
 and records examined by us in the normal course of audit and to the
 best of our knowledge and belief, we state as under:
 
 i. a. The Company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 b.  These fixed assets were physically verifed by the management during
 the period. We have been informed that no material discrepancies were
 noticed on such physical verifcation.
 
 c.  In our opinion and according to the information and explanation
 given to us, a substantial part of fixed assets have not been disposed
 off during the period, which will affect its status as going concern.
 
 ii. a. The stock of inventory has been physically verifed during the
 period by the management at reasonable intervals.
 
 b.  In our opinion, the procedures of physical verifcation of inventory
 followed by the management are reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 c.  The company is maintaining proper records of inventory.  No
 material discrepancies were noticed on physical verifcation of stocks
 as compared to book records and hence the question of whether the same
 have been properly dealt with the books of accounts does not arise.
 
 iii. a. The Company has granted loans to seven parties covered in the
 Register maintained under Section 301 of the Companies Act, 1956. The
 maximum amount outstanding during the period ended 31/03/2011 is Rs
 310,935,683/- (Previous Year Rs 45,609,594/-) and closing balance as on
 31/03/2011 is Rs 274,974,530/- (Previous Year Rs 45,012,584/-)
 
 b.  As per information and explanation provided to us, the loans
 granted by the Company except the loan granted to Golden Harvest Middle
 East FZC mentioned in clause ‘a'' above, are interest free and receipt
 of principal amount are also regular. However other terms and
 conditions on which such loans and advances given to Companies, Firms
 or Other Parties listed in the Register maintained under section 301
 are not, prima facie, prejudicial to the interest of the Company.
 
 c.  As per the information given by the management, in case of overdue
 amount more than Rs 1.00 lakh, the reasonable steps have been taken by
 the company for recovery of the principal and Interest.
 
 d.  The company has taken loan from one party covered in the register
 maintained under section 301 of the Companies Act, 1956. The maximum
 amount outstanding during the year was Rs 28,000,000/- (Previous Year Rs
 10,200,000/-) and closing balance as on 31/03/2011 is Rs NIL/- (Previous
 Year Rs NIL)
 
 e. The Company is regular in repaying the principal amounts as
 stipulated and has been regular in the payment of interest wherever
 applicable.
 
 iv. In our opinion, there is an adequate internal control system
 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. In our opinion, there is no continuing failure to
 correct major weaknesses in internal control.
 
 v. a. According to the information and explanation provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements that need to be entered in the Register maintained under
 section 301 have been so entered.
 
 b. The transactions made in pursuance of contracts or arrangements
 entered in the Register maintained under section 301 have been made at
 prices which are reasonable having regard to the prevailing market
 prices at the relevant time.
 
 vi. The Company has not accepted deposits from the public.  Hence, the
 question of complying the directives issued by the Reserve Bank of
 India and the provisions of sections 58A and 58AA of the Act and the
 rules framed there under, where applicable, does not arise.
 
 vii. The company has appointed a frm of Chartered Accountants for
 carrying out the internal audit, whose scope of work, according to our
 information, is commensurate with the size of the Company and nature of
 its business
 
 viii. We have broadly reviewed the books of account maintained by the
 company pursuant to the rules made by the central government for the
 maintenance of the cost records under section 209 (1) (d) of the act
 and are of the opinion that Prima facie the prescribed accounts and
 records have been made and maintained by the company. We have not,
 however made a detailed examination of the same. The Company has
 appointed a cost accountant frm to carry out the Cost Audit.
 
 ix. a. The company is generally regular in depositing statutory dues
 including Provident Fund, Investor Education and Protection Fund,
 Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and any other statutory dues except
 on occasional delays. As per the information given by the management
 and apparent from the records the undisputed liabilities as on 31st
 March 2011 is NIL.
 
 b. Details of disputed liability in respect of tax dues on account of
 Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess
 together with the status and the Forum before which such dispute is
 pending as on 31st March 2011 is as per Annexure I.
 
 x. The company has no accumulated losses. The company has not incurred
 cash losses in the fnancial period under report and in the fnancial
 period immediately preceding such fnancial period.
 
 xi. The company has not defaulted in repayment of dues to a fnancial
 institution or bank. The Company has not obtained any borrowings by way
 of debenture.
 
 xii. According to the records of the company, the company has not
 granted any loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 xiii. The company is not a chit fund, Nidhi or mutual benefit fund/
 society.
 
 xiv. The company is not dealing or trading in shares, securities,
 debentures and other investments. The shares held by the Company have
 been held by the Company in its own name.
 
 xv. According to the information and explanation provided to us, in
 respect of guarantees given / security offered by the Company in
 respect of facilities / loans granted to Subsidiaries / Farmer
 customers of the Company, the terms and conditions of such loans /
 facilities are prima facie not prejudicial to the interest of the
 Company.
 
 xvi. The company has taken a term loan which has been utilized for the
 purpose for which such loans were obtained.
 
 xvii. The funds raised on short-term basis have not been used for long
 term investment and vice versa.
 
 xviii. According to the records of the Company and the information and
 explanation provided by the management, the company has not made any
 preferential allotment of shares to parties and companies covered in
 the Register maintained under section 301 of the Act.
 
 xix. The Company has not issued any debentures hence the clause XIX of
 the said order is not applicable to the company.
 
 xx. The Company has not raised any Capital during the year and hence
 the question whether the management has disclosed the end use of money
 raised by public issues and whether the same has been verifed by us or
 not does not arise.
 
 xxi. During the checks carried out by us, any fraud on or by the
 Company has not been noticed or reported during the period under
 report.
 
                                         For Kirti D Shah & Associates
 
                                         Firm Registration No. 115133W
 
                                                 Chartered Accountants
 
                                                         Kirti D. Shah
 
 Place: Mumbai                                              Proprietor
 
 Date: 10th August, 2011                          Membership No. 32371
 
 Annexure I to Auditors Report (Clause IX-b)
 
 Details of disputed statutory dues outstanding as on 31st March, 2011
 
 Nature of Dues         Period to which      Forum where the dispute is
                        payment relates       pending
 
 Sales Tax              1994 – 1995          Assessing Authority, (DC)
                                             – Asst. (5) -
 (Kanpur)                                    Commercial Tax Department,
                                             Kanpur
 
 Sales Tax              1985-1986            Tribunal
 (Kanpur)
 
 Sales Tax                2009-10            Joint Commissioner Appeal-3,
 (Lucknow)                                   Commercial Tax Department,
                                             Lucknow
 
 Income Tax               2005-06            Income Tax Appellate 
                                             Tribunal
 
 Income Tax               2008-09            Income Tax officer 
                                             (TDS) 1 (2)
 
 Income Tax               2009-10            Deputy Commissioner of 
                                             Income Tax
                                             – TDS Circle Mumbai
 
 Natue of dues      Particulars of Dispute       Tax Outstanding
                                                        Rs
 
 Sales Tax          Applicability of C Form on            93,173
 (Kanpur)           interstate sale of poultry
                    products
 
 Sales Tax          Classifcation of goods               175,000
 (Kanpur)
 
 Sales Tax          Levy of Penalty                      244,000
 (Lucknow)          Total                                512,173
 
 Income Tax         Disallowance of Notional             441,660
                    Interest on Advances given
 
 Income Tax         TDS other than Salary - Short      3,442,040
                    deducted / paid and Interest
                    thereon. Order U/s 201(1) / 201
                    (1A)
 
 Income Tax         TDS on Salary - Short deducted     1,572,330
                    / paid and Interest thereon.
                    Order U/s 201(1) / 201(1A)
 
                    Total                              5,456,030
 
 Claims against the Company not acknowledged as Debts
 
 Period to which   Forum where the 
                   dispute is        Particulars of Dispute       Amount
 payment relates   pending                                   Disputed Rs
 
 F Y 2000-01       City Civil Court, 
                   Ahmednagar        M/s Amrut Chicks Pvt. 
                                     Ltd. – Quality Issue     1,700,000/-
 
 F Y 1994-95       City Civil Court,
                   Ahmedabad         M/s United Chemicals 
                                     Industries                108,857/-
 
 F Y 2007-08       City Civil Court, 
                   Jalgaon           M/s Vinita Chemipharma
                                     Corporation - Quality     246,000/-
                                     Issue
 
 F Y 2006-07       Consumer 
                   Redressal Forum,  Mr. Kamlesh Kumar – 
                                     Quality Issue              35,000/-
                   Lucknow (UP)
 
 F Y 2010-11       District Consumer 
                   Forum,            Mr. K. Srinivasa Rao – 
                                     Quality Issue             591,750/-
                   Nizamabad (AP)
 
                                     Total                    2,681,685
 
 
                                         For Kirti D Shah & Associates
                                         Firm Registration No. 115133W
 
                                                 Chartered Accountants
 
                                                         Kirti D. Shah
 
 Place: Mumbai                                              Proprietor
 
 Date: 10th August, 2011                          Membership No. 32371