1) We have audited the attached Balance Sheet of Kriti Nutrients
 Limited as at 31st March, 2011 and also the Profit and Loss Account and
 the Cash Flow statement of the Company for the Period 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 of 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) Further to our comments in 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 purposes of our
 audit.
 
 b) 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 such
 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 the written representations received from the
 directors as on 31st March, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st 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.
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with significant
 accounting policies and other 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 Profit and Loss
 Account, of the profit for the Period ended on that date, and iii) in
 the case of Cash Flow Statement, of the cash flows for the Period ended
 on that date.
 
 4. As required by the Companies (Auditor''s Report) Order, 2003 as
 amended by Companies (Auditors 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 and according to information &
 explanation given to us on our enquiries on accounts and on the basis
 of such checks we considered appropriate, we further state that:
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.  (b) The Company has physically verified certain assets during
 the year in accordance with a programme of verification, which in our
 opinion provides for physical verification of the fixed assets at
 reasonable intervals.  According to the information and explanations
 given to us no material discrepancies were noticed on such
 verification.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 off by the company during the year.  (ii) (a) As explained to us,
 inventories were physically verified during the year by the management
 at reasonable intervals.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management were reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 (iii) (a) Company has not granted unsecured loan to a company covered
 in the register maintained U/S 301 of the Act,
 
 (b) Since Company has not granted any loan to a company covered in the
 register maintained U/S 301 of the Act, therefore comment on rate of
 interest and other terms and conditions of loan given are not required.
 
 (c) Since Company has not granted any loan to a company covered in the
 register maintained U/S 301 of the Act, therefore comment on receipt of
 principal and interest are not required.
 
 (d) Since Company has not granted any loan to a company covered in the
 register maintained U/S 301 of the Act, therefore comment on receipt of
 principal and interest are not required, therefore question of overdue
 does not arise.
 
 (e) Company has taken unsecured loan from a company covered in the
 register maintained U/S 301 of the Act, amount outstanding as on 31st
 March, 2011 is Nil, maximum outstanding during the year Rs. 1729.40
 lacs.
 
 (f) Rate of interest and other terms and conditions of loan taken are
 not prima-facie prejudicial to the interest of the Company.
 
 (g) Payment of principal and interest is regular as stipulated.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are 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 and
 services further, the basis of our examination of the books and records
 of the company and according to the information and explanations given
 to us, we have neither come across nor have been informed of any
 continuing failure to correct major weaknesses in the aforesaid
 internal control system.  
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act that need to be entered into the
 register maintained under that Section, have been so entered.  (b)
 According to the information and explanations given to us, there are
 transactions for sale of DEPB Licenses etc. in excess of Rs. 5 lacs in
 respect of each party. There is no similar transaction is available for
 comparison and therefore reasonableness of price/value of transaction
 could not be ascertained. However there are no other transaction for
 sale / purchase of services etc.
 
 vi) The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under and therefore clause is not applicable to the company.  
 
 vii) In our opinion, the Company has an adequate internal audit system
 commensurate with the size and the 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 cost records under section 209 (1) (d) of the Companies
 Act, 1956 in respect of the refining activities of the Company to which
 said rules are made applicable and are of the opinion that, Prima
 Facie, the prescribed accounts and records have been made and
 maintained. We have, however, not made a detailed examinations of the
 records with a view to determined whether they are accurate of
 complete.
 
 ix) (a) According to the information and explanation given to us and
 the records of the Company examined by us, in our opinion, the Company
 has been generally regular in depositing undisputed statutory dues,
 including Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom
 Duty, Excise Duty, Cess and any other statutory dues as applicable with
 the appropriate authorities during the year.
 
 (b) According to the records of the Company, the disputed dues in
 respect of Sales Tax, Entry Tax and Income Tax are as under:
 
 S.
 No. Nature of dues    Related Period   Amount (Rs.)  Forum where dispute
                                                      is pending
 
 1.  M.P. COMMERCIAL
     TAX                2004-05         2155460       APPELLATE BOARD
 
 2.  M.P. COMMERCIAL
     TAX                2005-06         8141497       APPELLATE BOARD
 
 3.  VAT TAX            2006-07          870630       APPELLATE BOARD
 
 4.  CENTRAL SALES TAX  2006-07        11425030       HIGH COURT
 
 5.  ENTRY TAX          2004-05          799081       APPELLATE BOARD
 
 6.  ENTRY TAX          2005-06         5031195       APPELLATE BOARD
 
 7.  ENTRY TAX          2006-07          513848       APPELLATE BOARD
 
 8.  ENTRY TAX          2007-08         1822609       APPELLATE BOARD
 
 9.  ENTRY TAX          2008-09          390591       APPELLATE BOARD
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses during the current and the
 immediately preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanation given by the management, we are of the opinion that the
 company has not defaulted in the repayment of dues to financial
 institutions, banks or debenture holders.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced before us, the Company has
 not given any loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 (xiii) The provisions of any special statute applicable to chit fund /
 nidhi /mutual benefit fund / societies are not applicable to the
 Company.
 
 (xiv) In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 (xv) Company has not given any guarantees for loans taken by others
 from banks or institutions, and therefore commenting over terms and
 conditions does not arise.
 
 (xvi) To the best of our knowledge and belief and according to the
 information and explanations given to us, term loans availed by the
 Company were, prima-facie, applied by the Company for the purposes for
 which the loans were obtained.
 
 (xvii) According to the cash flow statement and other records examined
 by us and the information and explanations given to us, on an overall
 basis, funds raised on short term basis have, prima-facie, not been
 used during the year for long term investment (fixed assets, etc).
 
 (xviii) The Company has not made preferential allotment of shares to
 the parties and companies covered under section 301 of the Act.
 
 (xix) The Company has not issued any debentures during the year.
 
 (xx) The Company has not raised any money by public issue during the
 year, and therefore question of end use does not arise.
 
 (xxi) To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the company
 was noticed or detected during the year.
 
                                       For SUBHASH DESHPANDE & CO.
 
                                            CHARTERED ACCOUNTANTS
 
                                                   F.R.N. 000476C
 
                                                      (R.D. ASAWA)
 
 PLACE : INDORE                                           PARTNER
 
 DATED : 21st May, 2011                               M.No. 16562