We have audited the attached Balance Sheet of M/s C.J.Gelatine Products
 Ltd. as at 31st March 2012, Profit and Loss Account and 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.
 
 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 misstatement. An audit also 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 annex hereto a statement on the
 matters specified in Paragraphs 4 and 5 of the said Order, on the basis
 of such checks of the books and records of the Company as we considered
 appropriate and the information and explanations given to us during the
 course of our audit.
 
 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 accounts as required by law have
 been kept by the Company so far as appears from our examination of the
 books.
 
 (c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this Report are in agreement with the books of account.
 
 (d) 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.
 
 (e) On the basis of written representations received from the Directors
 and taken on record by the Board of Directors, we report that none of
 the Directors is disqualified as on March 31, 2012 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 information and according to
 the explanations given to us, they said accounts read with notes on
 accounts (Note No. 21) along with clause 8(a) and (b) of Annexure to
 Audit Report give the information required by the Companies Act, 1956,
 in the manners 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 31st March, 2012,
 
 (b) In the case of the Profit and Loss Account, the profit of the
 Company for the year ended on that
 
 date,
 
 (c) In the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE
 YEAR ENDED 31ST MARCH. 2012 OF C. J. GELATINE PRODUCTS LTD.
 
 1.  (a) The Company is in the process of updating its fixed assets
 Register to show full particulars including quantitative details and
 situation of fixed assets.
 
 (b) The Company has not carried out physical verification of its fixed
 assets during the year. However, we have been informed that the
 physical verification of fixed assets will be carried out once the
 fixed assets register is updated.  ''
 
 (c) During the year, the Company has not disposed off a substantial
 part of the fixed assets.
 
 2.  (a) The inventories have been physically verified by the management
 during the year. In our opinion, the frequency of verification is
 reasonable.
 
 (b) In our opinion, 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 its business.
 
 (c) In our opinion, the Company has maintained proper records of
 inventories. The discrepancies noticed on physical verification of
 inventories as compared to book records were not material and the same
 have been properly dealt with in the books of account.
 
 3.(a) The Company has not granted any loans, secured or unsecured to
 companies, firms, or other parties listed in the register maintained
 under section 301 of the Companies Act, 1956. The Company has taken
 unsecured loans from three parties listed in the register maintained
 under section 301 of the Companies Act, 1956. The maximum amount
 involved during the year and the year ended balance of the aforesaid
 loans was (f). 18.28 lacs.
 
 (b) In our opinion, the rate of interest and other terms and conditions
 on which unsecured short loans have been taken from companies and other
 parties listed in the register maintained under section 301 of the
 Companies Act,1956 are prima facie not prejudicial to the interest of
 the Company.
 
 (c) The Company is regular in repaying the principal amounts as
 stipulated and has been regular in the payment of interest wherever
 applicable.
 
 (d) There are no overdue amounts of loans taken from companies and
 other parties listed 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 are adequate internal  control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventory and fixed assets and for
 the sale of goods. During the course of the audit, we have not observed
 any continuing failure to correct major weakness in internal controls.
 
 5.(a) In our opinion and according to the information and explanations
 given to us, all transactions that need to be entered into the register
 maintained under section 301 of the Companies Act,1956 have been so
 entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, there are no transactions made in pursuance of contracts
 or arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 and exceeding the value of Rupees five lakhs in
 respect of any party during the year have been made at prices which are
 reasonable having regard to prevailing market price at the relevant
 time.
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from public
 which are contrary to the provisions of sections 58A and 58AA of the
 Companies Act, 1956 and the Companies (Acceptance of deposits) Rules,
 1975 with regard to the deposits accepted from the public. As informed
 to us, no order has been passed by the Company Law Board relating to
 the deposits accepted from the public.
 
 7.  We have been informed that Central Government has not prescribed
 maintenance of cost records under section 209(l)(d) of the Companies
 Act, 1956 for any products of the Company.
 
 8.(a) According to the information and explanations given to us, the
 Company is generally regular in depositing undisputed statutory dues
 including Provident Fund, Employees State Insurance, Income Tax, Sales
 Tax and other dues with appropriate authorities. However as explained
 to us, the Company is yet to pay arrears of (Rs)31,00,357/- outstanding
 on account of Employer''s Contribution to ESIC, (Rs) 13,72,659/- towards
 contribution of Provident Fund and Sales Tax amounting to
 (Rs)41,97,335/-. An amount of (Rs) 1,356/- is outstanding on account of
 TDS (contractors) and (Rs) 10,640/- outstanding on account of TDS
 (Salary). Income Tax of (Rs) 6,40,465/- for A. Y 2010-11 is Outstanding
 and liable to be paid.
 
 (b) According to the records of the Company, the dues of Income Tax,
 Central Excise and Sale Tax which have not been deposited with 
 appropriate authorities on account of disputes and the forum where 
 the disputes are pending are as under:
 
 
 S.No.   Name of Statute   Nature of the dues    Amount     Forum where 
                                                            dispute is
                                                ((Rs.)
                                                 in lakhs)  pending
 
 1.     Central Excise 
        & Custom Act       CENVAT Credit of       5.78      Commissioner
                                                            Appeal,
                           Service Tax                      Central 
                                                            Excise, 
                                                            Bhopal.
 
 2.     Central Excise 
        & Customs Act      Excise-duty 
                           demands                5.33      Customs,
                                                            Excise and
                                                            service Tax 
                                                            Appellate
                                                            Tribunal, 
                                                            Delhi
 
 9.  In our opinion, the accumulated losses of the Company as at the end
 of the financial year does not exceed fifty percent of its net worth.
 The Company has not incurred cash losses during the financial year
 under audit.
 
 10.  According to the information and explanations given 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.
 
 11.  In our opinion, the Company is not a chit fund company or a
 nidhi/mutual benefit fund/society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditors Report) Order, 2003 are not
 applicable to the Company.
 
 12.  In our opinion, the Company is not dealing or trading in shares,
 securities, debentures and other investments.  Accordingly the
 provisions of clause 4(xiv) of the Companies (Auditors Report) Order,
 2003 are not applicable to the Company.
 
 13.  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.
 
 14.  The Company has not taken any term loan during the year.
 
 15.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet and the Cash Flow Statement
 of the Company, we are of the opinion that the funds raised on
 short-term basis have not been used for long term investment. No
 long-term funds have been used to finance short-term assets.
 
 16.  According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares during the
 year to parties and companies covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 17.  The Company has not issued any debentures during the year, and
 accordingly, the question of creating security in respect thereof does
 not arise.
 
 18.  The Company has not made any public issues during the year and
 accordingly, the question of disclosing the end use of money raised by
 public issue does not arise.
 
 19.  According to the information and explanations given to us, we
 report that no fraud on or by the Company has been noticed or reported
 during the course of our audit.
 
                      For TRIVEDI & RESHAMWALA ASSOCIATES 
 
                                CHARTERED ACCOUNTANTS, 
 
                                 (HITESH RESHAMWALA)
 
 PLACE: Bhopal                        PROPRIETOR
 
 Date: 25.05.2012                 Membership No.41723
 
                          F. R. No. 111C41W of 15.03.1990