1.  We have audited the attached Balance Sheet of shiva Global agro
 industries limited as at 31st march, 2011, the Profit and Loss Account
 and the 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.
 
 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 misstatements. 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 the management, as well as evaluating the overall financial statement
 presentation.  We believe that our Audit provides a reasonable basis
 for our opinion.
 
 3.  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 in terms of Section 227(4A) of the
 Companies Act, 1956 and on the basis of such checks of the books and
 records as we considered appropriate and according to the information
 and explanations given to us, we annex hereto a statement on the
 matters specified in paragraphs 4 and 5 of the said order, to the extent
 applicable to the Company.
 
 4.  further to our comments in the Annexure referred to in paragraph
 (3) above:
 
 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 examinations of those
 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 the
 Cash flow Statement dealt with by this report comply with the
 accounting standards referred to in sub-section (3C) of the Section 211
 of the Companies Act, 1956 to the extent they are applicable to the
 Company;
 
 e) On the basis of written representations received from the directors
 as on 31st March, 2011, and taken on record by the Board of Directors
 of the Company, we report that prima facie 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 financial statements read
 together with accounting policies and notes thereon and attached
 thereto give in the prescribed manner the information required by the
 Companies Act, 1956, 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 case of the Profit and loss account, of the Profits of the
 Company for the year ended on that date; and
 
 (iii) in the case of Cash flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITOR''S REPORT
 [Referred to in paragraph 3 of the Auditors'' Report of even date]
 
 On the basis of such checks as we considered appropriate and in terms
 of the information and explanations given to us, we state as under:
 
 i.  (a) The Company has maintained proper records showing particulars,
 including quantitative details and situation of its fixed assets.
 
 (b) As explained to us certain items of fixed assets were physically
 verified by the Management at regular intervals, which in our opinion is
 reasonable, having regard to the size of the Company and nature of its
 assets. According to the information and explanations given to us, no
 material discrepancies were noticed on such verification.
 
 (c) The Company has not disposed of substantial part of its fixed assets
 during the year and the going concern status of the Company is not
 affected.
 
 ii.  (a) As explained to us, inventories have been physically verified
 during the year by the Management. In our opinion the frequency of
 verification is reasonable.
 
 (b) The procedure explained to us, which are followed by the management
 for physical verification of inventories, are in our opinion, reasonable
 and adequate in relation to the size of the Company and the nature of
 its business.
 
 (c) On the basis of our examination of inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification as compared to book
 records, were not material and have been properly dealt with in the
 books of account.
 
 iii. In respect of loans, secured or unsecured, granted by the Company
 to companies, firms or other parties covered in the register maintained
 under Section 301 of the Companies Act, 1956, according to the
 information and explanations given to us:
 
 (a) The Company has granted unsecured loans to one party during the
 year. In respect of the said loan, the maximum amount involved during
 the year was Rs. 42.68 Lacs and the yearend balance of loan granted to
 such party was Nil.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loan, is not prima facie prejudicial to the interest of the
 Company.
 
 (c) The loans granted are repayable on demand and there is no repayment
 schedule. The interest wherever applicable is payable on demand.
 
 (d) In respect of the said loans, the same are repayable on demand and
 therefore the question of overdue amounts does not arise. In respect of
 interest, there is no overdue amount.
 
 (e) The Company has taken unsecured loan from six parties covered in
 the Register maintained under Section 301 of the Companies Act, 1956.
 The maximum amount involved was Rs. 263.83 Lacs and the balance at the
 year end was Rs. 29.69 Lacs.
 
 iv. In our opinion and according to the explanations given to us, there
 are generally adequate internal control procedures commensurate with
 the size of the Company and the nature of its business with regards to
 purchase of inventory, fixed assets and for the sale of goods and
 services. further, on 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 systems.
 
 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 Companies Act, 1956 have been entered in the
 Register maintained under that Section.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under Section 301 of
 the Companies Act, 1956 exceeding the value of rupees five lacs in
 respect of any party during the year have been made at prices which are
 reasonable having regard to prevailing market prices at the relevant
 time.
 
 vi. Company has complied with the provisions of Sections 58A, 58AA or
 any other relevant provisions of the Companies Act, 1956 and the
 Companies (Acceptance of Deposit) Rules, 1975, with regard to the
 deposits accepted from the public. We are further informed that no
 order has been passed by the Company Law Board or National Company Law
 Tribunal or Reserve Bank of India or any Court or any other Tribunal
 intimating the contravention of said provisions.
 
 vii.  In our opinion, the Company has an internal audit system
 commensurate with the size 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 cost records under Section 209(1)(d) of the Companies
 Act, 1956 in respect of the Company''s products to which the said rules
 are made applicable, and are of the opinion that prima facie, the
 prescribed accounts and records have been made and maintained. However,
 we have not made a detailed examination of the records.
 
 ix. (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is generally regular in depositing undisputed statutory dues including
 Provident fund, Investor Education and Protection fund, Employees State
 Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs
 Duty, Excise Duty, Cess and other statutory dues with the appropriate
 authorities.
 
 b) According to the information and explanations given to us there were
 no undisputed amounts payable in respect of the Statutory dues referred
 to the above which have remained outstanding as at 31-03-2011 for a
 period of more than six months from the date they became payable.
 
 x. The Company does not have accumulated losses at the end of the
 financial year. The Company has not incurred cash losses during the
 financial year covered by the audit and in the immediately preceding
 financial year.
 
 xi. According to the records of the Company examined by us and the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to its Bankers.
 
 xii. In our opinion and according to the explanations given to us and
 based on the information available, no loans and advances have been
 granted by the Company 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 trading in shares,
 securities, debentures and other investments.
 
 xv. According to the information and explanations given to us and the
 representations made by the Management, the Company has not given any
 guarantee for loans taken by others from any bank or financial
 institution.
 
 xvi. In our opinion and according to the information and explanations
 given to us, term loans availed by the Company were, prima facie,
 applied by the Company during the year for the purposes for which the
 loans were obtained.
 
 xvii. According to the information and explanations given to us and on
 overall examination of the financial Statements of the Company and
 after placing reliance on the reasonable assumptions made by the
 Company for classification of usage of funds, we are of the opinion
 that, prima facie, short-term funds have not been utilised for
 long-term investment.
 
 xviii. The Company has made preferential allotment of Shares to
 companies and parties covered in the register maintained under Section
 301 of the Companies Act, 1956. The price at which the said allotment
 was made, is in accordance with the guidelines issued by SEBI and prima
 facie not prejudicial to the interest of the Company.
 
 xix. The Company has not issued any secured debentures during the year.
 
 xx.  The Company has not raised any monies by way of public issue
 during the year.
 
 xxi. According to the information and explanations given to us, and to
 the best of our knowledge and belief, no fraud on or by the Company,
 has been noticed or reported by the Company during the course of our
 audit.
 
 
                                               FOR J. P. FALOR & CO.
 
                                               Chartered Accountants
 
                                               FIRM REG. NO. 102835W
 
                                                 JAIPRAKASH S. FALOR
 
 Place : Nanded                                           Proprietor
 
 Date : 30th May, 2011                               Mem. No. 043337