We have audited the attached Balance Sheet of INTEGRATED PROTEINS
 LIMITED - JAMNAGAR, as at 3st March 2012. 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 have conducted 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 includes
 examining on a test check basis, evidence supporting the amounts and
 disclosures in the financial statement. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the concern, as well as evaluating the overall financial statement
 presentation. We believe that Our audit provides a reasonable basis for
 Our opinion. We further report that;
 
 01.  As required by the Companies (Auditor''s Report) Order, 2003 as
 amended by the Companies (Auditor''s Report)(Amendment) Order, 2004
 issued by the Central Government of India in terms of sub-section (4A)
 of section 227 of the Companies Act,1956,of India, and on the basis of
 such checks of the books and records of the company as we considered
 appropriate and according to the information and explanations given to
 us, we enclose in the Annexure a statement on the matters specified in
 paragraphs 4 and 5 of the said Order..
 
 02.  Further to our comments in the Annexure referred to in Paragraph 1
 above:
 
 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) The Company as required by law, has kept proper books of accounts so
 far as it 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 book of account.
 
 d) In our opinion and to the best of our information and explanation
 given to us, the said Balance Sheet comply with the Accounting
 Standards as referred in Sub-section 3c of Section 211 of the Companies
 Act, 1956.
 
 e) On the basis of the written representation received from the
 directors as on 31st March 2012 and taken on record by the Board of
 Directors, we report that none of the directors are disqualified as on
 31st March 2012 from being appointed as a Director under 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, the said accounts read together with
 Notes on Accounts, give the information required by the Companies Act,
 1956 in the manner so required and give a true and fair view :
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 company as at 31st March, 2012.  
 
 ii) in the case of the Profit & Loss Account, of the Profit for the year
 ended on that date.
 
 iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITOR''S REPORT FOR YEAR ENDING ON 31.03.2012
 
 1) The Company has maintained proper records showing full particulars
 including quantitative details and situation of its fixed assets.
 These fixed assets were physically verified by the Management during
 the year. We have been informed that no material discrepancies were
 noticed on such physical verification. Substantial part of fixed as-
 sets have not been disposed of during the year, which will affect its
 status as going concern.
 
 2) The stock of inventory has been physically verified during the year
 by the Management at reasonable intervals, except stock lying with
 third parties. Confirmation of such stocks with third parties have been
 obtained by the company in most of the cases. In our opinion, the
 procedures of physical verification of inventory followed by the man-
 agreement are reasonable and adequate in relation to size of the company
 and the nature of its business. The company is maintaining proper
 records of inventory. As explained to us, there was no material
 discrepancy noticed on physical verification of inventories as compared
 to the blood records.
 
 3) i) The company has opening balance of loan taken from SIX parties
 covered in the register maintained under section 301 of the companies
 Act,1956 from the directors and their associates. Maximum amount
 involved during the year was Rs.3409463.45 and the outstanding at the
 year end is Rs.  3409463.45
 
 ii) The loans and advances given and taken by the company and the
 interest paid or received and the terms and conditions on which loans
 are received/granted are not prima facie prejudicial to the interest of
 the company.
 
 iii) The company being regular in repaying the principal amounts as
 stipulated and the parties have repaid the principal amounts as
 stipulated.
 
 iv) There is overdue amount of loans taken from or granted to
 companies, firms or as certified by the directors other parties listed
 in the register maintained under section 301 of Companies Act,1956.
 As explained by the directors that the same is due to certain unsettled
 issues waiting for certain clarifications.
 
 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 for the purchase of inventory and fixed assets and for the
 sale of goods. During the course of our audit, we have not observed any
 continuing failure to correct any major weaknesses in internal control.
 
 5) In case of transactions exceeding the value of five lacs rupees in
 the financial year in respect of any party (a) The transactions that
 need to be entered into a register in pursuance of section 301 of the
 Act have been so entered; (b) In our opinion, each of these
 transactions have been made at prices which are reasonable having
 regard to the prevailing market prices at relevant time.
 
 6) As explained to us, the company has not accepted any deposits from
 the public, hence the question of reporting the contraventions to the
 provisions of section 58A and 58AA of Rules, 1975 with regard to the
 deposits accepted from the public, doesn''t arises.
 
 7) As explained to us, the company has an internal audit system
 commensurate with the size and nature of its business to serve the
 purpose.
 
 8) The requirement of cost audit is not applicable to the Company.
 
 9) The Company is generally regular in depositing undisputed amount of
 P.F., E.S.I., Investor''s protection fund, income tax, sales tax, wealth
 tax, custom duty, excise duty, cess and other statutory dues applicable
 to it and no undisputed amounts pay- able were outstanding as at 31 st
 March, 2012 for a period of more than six months from the date they
 became payable. According to the records of the company, the disputed
 matters pending before appropriate authorities are shown in Annexure to
 Auditor'' s Report.
 
 10) In our opinion, the accumulated losses of the company are not more
 than fifty percent of its net worth.
 
 11) Based on our audit procedures and on the information and
 explanation given by the management, the company has not defaulted in
 repayment of dues to any financial institution or bank;
 
 12) Based on our examination according to the information and
 explanation given by the management, the company has not granted loans
 and advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 13) In our opinion, the Company is not a chit fund or a nidhi mutual
 benefit fund/ society.  Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditor''s Report) Order, 2003 are not applicable the
 company.
 
 14) The Company is not dealing or trading in shares, securities,
 debentures and other in- vestments.
 
 15) In our opinion, the terms and conditions on which the company has
 given guarantees for loans taken by others from banks or financial
 institution are not prejudicial to the interest of the company.
 
 16) In our opinion, the term loans have been applied for the purpose
 for which they were raised.
 
 17) Based on our examination according to the information and
 explanation given by the management, in our opinion, the fund raised on
 short-term basis have not been used for long-term investment and vice
 versa;
 
 18) During the year, the company has not made any preferential
 allotment of shares.
 
 19) The company did not have any outstanding debentures during the
 year;
 
 20) The company has not raised any money by public issue during the
 year.
 
 21) Based on the audit procedures performed and information and
 explanation given to us, we report that no fraud on or by the company
 has been noticed or reported during the course of our audit.
 
 
 
 PLACE : JAMNAGAR                      FOR, M/S. D. S. VARIA & CO.,
 
 DATE : 25.05.2012                          Chartered Accountants
 
                                                       Proprietor
 
                                                   DIPAK S. VARIA
 
                                            (Membership No. 40065)
 
                                                    FRN : 111816W