We have audited the attached Balance sheet of OMEGA AG-SEEDS (PUNJAB)
 LIMITED as at 31stMarch, 2012 and also the Profit and Loss Account and
 Cash flow statement of the Company 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 the 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.
 
 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, we enclose in the annexure, a
 statement on the matter specified in the paragraphs 4 and 5 of the said
 order.
 
 Further to our comments in the annexure referred to above, we report
 that:
 
 1.  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.
 
 2.  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
 those books.
 
 3.  The Balance sheet, Profit and loss account and the Cash flow
 statement dealt with by this report are in agreement with the books of
 accounts.
 
 4.  In our opinion, the Balance sheet, Profit and loss account and the
 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.
 
 5.  On the basis of written representations received from the
 directors, we report that none of the Directors is disqualified as on
 31st March, 2012 from being appointed as the director in terms of
 clause (g) of sub-section(1) of section 274 of the Companies Act, 1956.
 
 6.  In our opinion and to the best of our information and according to
 the explanations given to us, the said Financial Statements together
 with the Significant Accounting Policies and notes thereon and attached
 thereto gives the information required by the Companies Act 1956 (as
 amended) in the manner so required and give a true and fair view in
 conformity with the accounting principles generally accepted in India:
 
 a) In case of Balance Sheet, of the state of affairs of the Company as
 at 31stMarch,2012 and
 
 b) In the case of the statement of Profit and Loss, of the Profit 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 TO AUDITOR''S REPORT The Annexure referred to the Auditor
 Report to the members of Omega Ag- Seeds (Punjab) Limited for the year
 ended 31st March 2012. We Report that
 
 1.  (a) The Company has maintained proper records showing full
 particulars including Quantitative details and situation of Fixed
 Assets.
 
 (b) The Company has phased programme physical verification of its fixed
 assets, which, in our opinion, is reasonable having regard to size of
 company and nature of its assets. In Accordance with such programme the
 management has physically verified fixed assets during the year and no
 material discrepancies were noticed on such verification.
 
 (c) In our opinion the company has not disposed off any Major Fixed
 Asset during the year under audit.
 
 2.  (a) Physical Verification of the inventories, has been conducted at
 reasonable intervals during the year by the management.
 
 (b) In our opinion the procedures of Physical verification of
 inventories followed the management are reasonable and adequate in
 relation to the size of the company and nature of its business.
 
 (c) The company has maintained proper records of inventory. No material
 discrepancies were noticed on the physical verification of the
 inventory as compared to the books records.
 
 3.  In respect of loans, secured or unsecured, granted or taken by the
 company to/from companies, firms or other parties covered in the
 register maintained u/s 301 of the Company''s act 1956.
 
 The Company has taken and granted unsecured loans from parties covered
 in the register maintained u/s 301 of the company''s Act 1956. We are
 of the opinion that :- As the agreement with regard to the rate of
 interest and other terms and conditions of such loans are not executed,
 we are unable to comment whether such loans are prima facie pre
 judicial to the interest of the company.
 
 4.  In our opinion and according to the information and explanation
 given to us there are adequate internal control procedures commensurate
 with the size of the company and nature of its business for purchase of
 fixed assets. Further, on the basis of our examination of the books and
 records of the company, and according to information explanation given
 to us, we have neither come across nor have been informed of any
 continuing failure to correct major weaknesses in the internal controls
 during course of audit.
 
 5.  In respect of transaction covered u/s 301 of the Companies Act 1956
 
 (a) No transaction have been made by the company during the year, in
 pursuance of contracts of arrangement, that needed to be entered into
 the register maintained u/s 301 of the companies act 1956
 
 (b) In our opinion and according to the information and explanation
 given to us, there is no transaction in the pursuance of contracts or
 arrangement entered in the registered maintained u/s 301 of the
 Companies Act 1956 exceeding during the year to Rs. 5 lakh or more in
 respect of each party for sale and purchase of goods and services in
 pursuance of section 301 of the Companies Act 1956.
 
 6.  The company has not accepted any deposits from the public and
 consequently the directives issued by the Reserve Bank of India, the
 Provision of section 58A and 58AA of the Companies Act, 1956 and the
 rules framed there under are not applicable.
 
 7.  The company has not introduced any Internal Audit System.
 
 8.  According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost record
 under clause (d) of sub section (1) section 209 of the company''s act,
 1956, in respect of activities carried out by the company
 
 9.  According to the information and explanations given to us, the
 Company has not deducted and deposited any PF, ESI with the appropriate
 authority during the year under audit.As explained to us no undisputed
 dues payable in respect of Income tax, Sale Tax, Wealth tax, Custom
 Duty, Cess were outstanding as at 31.3.2012, for a period of more than
 six month from the date they became payable.
 
 10.  The Company is in existence for more than Five year and its
 accumulated losses are not more than fifty percent of its net worth.
 
 11.  The Company has neither taken any loan from any financial
 institution or Bank during the year nor issued any debentures.
 Accordingly this clause is not applicable
 
 12.  The company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Accordingly this clause is not applicable.
 
 13.  The Company is not a chit fund, nidhi, mutual benefit fund or a
 society and accordingly this clause is not applicable.
 
 14.  According to the information and explanations given to us, the
 companies is not dealing or trading in shares, debenture securities and
 other investments. Accordingly this clause is not applicable.
 
 15.  According to the information and explanations given to us, the
 Companies has not given any guarantee for loans taken by others from
 banks or financial institutions.  Accordingly this clause is not
 applicable.
 
 16.  The company has not obtained any term loans. Accordingly this
 clause is not applicable.
 
 17.  According to the information and explanations given to us, and on
 the basis of overall examination of the Balance Sheet and Cash Flow
 Statement we report that no funds raised on short term basis have been
 used for long-term investment of the company.
 
 18.  The Company has not made any preferential allotment of shares to
 parties and Companies Covered in the Register under section 301 of the
 Companies Act 1956.  Accordingly this clause is not applicable.
 
 19.  The Company has not issued any debentures. Accordingly this clause
 is not applicable.
 
 20.  The Company has not raised any money by the public issues during
 the year.  Accordingly this clause is not applicable.
 
 21.  According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 year.
 
 For Jaideep Sharma & Co.
 
 Chartered Accountants 
 
 Firm Reg. No.: 008829N 
 
 Sd/-
 
 J.D.Sharma
 
 Partner
 
 M.NO - 087470
 
 Chandigarh
 
 Date: 03.09.2012