1.  We have audited the attached Balance Sheet of TASTY BITE EATABLES
 LIMITED as at March 31, 2012 and also the Profit and Loss Statement of
 the Company for the year ended as on that date annexed thereto and the
 Cash Flow Statement for the year ended on that date. 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.  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.
 
 4.  Without qualifying our report, we draw attention to note no. 43,
 wherein, it has been stated that the Company has made an application to
 the Central Government for the approval of the excess remuneration paid
 to the whole time directors as per the limits laid down under section
 198 of the Companies Act, 1956 read with Schedule XIII to the said Act.
 
 5.  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 account as required by law, have
 been kept by the Company so far as appears from our examination of
 these books.
 
 c) The Balance Sheet, the Profit and Loss Statement and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account.
 
 d) In our opinion, the Balance Sheet, the Profit and Loss Statement 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.
 
 e) On the basis of the written representations received from the
 Directors as on March 31, 2012 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, the said accounts read with the 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 March 31, 2012;
 
 ii) in the case of the Profit and Loss Statement, of the Profit of the
 Company for the year ended on that date; and
 
 iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 Referred to in Paragraph (3) of our report of even date on the accounts
 of Tasty Bite Eatables Limited for the year ended March 31, 2012.
 
 1) (i) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (ii) As explained to us, the Company has a program for physical
 verification of fixed assets at periodic intervals. In our opinion, the
 frequency of physical verification of fixed assets is reasonable having
 regard to the size of the Company and the nature of its assets. As
 informed to us, no material discrepancies were noticed on such
 verification and the same have been properly dealt with in the
 accounts.
 
 (iii) In our opinion, there was no significant disposal of fixed assets
 during the year to affect the going concern assumption.
 
 2) (i) The Management has conducted physical verification of inventory
 at reasonable intervals. In our opinion, the frequency of verification
 is reasonable.
 
 (ii) 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.
 
 (iii) The Company has maintained proper records of inventory. As
 informed to us, no material discrepancies were noticed on the physical
 verification between the physical stocks and the book records and the
 same have been properly dealt with in the accounts.
 
 3) (i) 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.
 
 (ii) The question of commenting on the rates of interest and other
 terms and conditions of the loans granted being prejudicial to the
 interest of the Company, regular receipt of principal and interest,
 overdue amount and reasonable steps taken for recovery of principal and
 interest does not arise.
 
 (iii) The Company has taken loans from one party listed in the register
 maintained under section 301 of the Companies Act, 1956. The total loan
 amount outstanding at the year end is Rs.114,457 thousand.
 
 (iv) In our opinion, the rate of interest and other terms and
 conditions of loans taken from Companies and parties listed in the
 register maintained under Section 301 of the Companies Act, 1956 are
 not, prima facie, prejudicial to the interest of the Company.
 
 (v) The Company is regular in the payment of principal and interest.
 
 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 purchases of inventory, fixed assets and for the sale
 of goods and services. During the course of our audit, no major
 weakness has been noticed in the internal controls.
 
 5) (i) Based upon the audit procedures applied by us and according to
 the information and explanations given to us, we are of the opinion
 that 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.
 
 (ii) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 and exceeding the value of Rs.5,00,000 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.
 
 6) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public
 within the meaning of section 58A, 58AA, or any other relevant
 provisions of the Companies Act, 1956 and the rules framed there under.
 
 7) In our opinion, the Company has an internal audit system
 commensurate with the size of the Company and nature of its business.
 
 8) According to the information and explanations given to us, the
 maintenance of cost records has not been prescribed by the Central
 Government under section 209(1)(d) of the Companies Act, 1956, for any
 of the activities of the Company.
 
 9) (i) According to the information and explanation given to us, the
 Company is regular in depositing undisputed statutory dues including
 dues pertaining to Provident Fund, Employees'' State Insurance,
 Income-tax, Value Added Tax, Customs Duty, Cess and any other statutory
 dues with the appropriate authorities.
 
 We have been also informed that there are no undisputed dues which have
 remained outstanding at the end of the financial year for a period of
 more than six months from the date they became payable.
 
 (ii) According to the information and explanations given to us, there
 are no dues of Sales Tax, Value Added Tax, Income Tax, Customs Duty,
 Wealth Tax, Excise Duty or cess outstanding on account of any dispute,
 other than the following:
 
 Name of 
 Statute        Nature of 
                Dues          Amount (Rs.)   Period to 
                                             which        Forum where
                                             the amount 
                                             relates      dispute is 
                                                          pending
 
 Central 
 Sales Tax      Tax, 
                Interest and     788,036     1999-2000    Sales Tax
                                                          Tribunal
 Act, 1956      Penalty
 
 Bombay Sales   
 Tax            Interest and      41,778     1999-2000    Sales Tax 
                                                          Tribunal
 Act, 1959      Penalty
 
 Delhi Sales 
 Tax            Tax, Interest     48,702     2003-2004    Deputy
 Act, 1975      and Penalty                               Commissioner
                                                          of Sales Tax 
                                                         (Appeal)
 
 The Finance 
 Act,           Tax and
                Penalty        2,716,214     2005 to
                                             2010         The Customs,
                                                          Excise
 1994 (Service
 Tax)                                                     and Service
                                                          Tax
                                                          Appellate 
                                                          Tribunal
 
 The Customs    Fine and 
                Penalty          950,000     1987-1988    High Court
 Act, 1962
 
 The Income 
 Tax            Tax            5,183,624     2006-2007    The Income Tax
 Act, 1961                                                Appellate 
                                                          Tribunal
 
 Of the above, the Company has deposited Rs.491,778 towards sales tax,
 Rs.800,000 towards service tax and Rs.1,000,000 towards income tax.
 
 Further, the Company has disputed certain additions and disallowances
 under the Income Tax Act, 1961 for the years 2003-2004 and 2004-2005
 before the Commissioner of Income Tax (Appeals) and for the year
 2007-2008 before the Dispute Resolution Panel. The Company has received
 an order from the Commissioner of Income Tax (Appeals) for the year
 2005-2006 and as informed to us, the Company is awaiting the order
 giving effect to the said order from the assessing officer.
 
 There is no demand for these cases.
 
 10) The Company has no accumulated losses as at the end of the
 financial year. Further, it has not incurred any cash losses in the
 current financial year and immediately preceding financial year.
 
 11) According to the information and explanations given to us and based
 on the documents and records produced before us, there has been no
 default in repayment of dues to banks. There are no dues to financial
 institutions or debenture holders.
 
 12) According to the information and explanations given to us and based
 on the documents and records produced before us, the Company has not
 granted any loans or advances on the basis of security by way of pledge
 of shares, debentures or other securities.
 
 13) According to the information and explanations given to us, the
 nature of activities of the Company does not attract any special
 statute applicable to chit fund and nidhi / mutual benefit fund /
 societies.
 
 14) According to the information and explanations given to us, the
 Company does not deal or trade in shares, securities, debentures and
 other investments.
 
 15) 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.
 
 16) In our opinion and according to the information and explanations
 given to us, the term loans obtained by the Company were applied for
 the purpose for which the loans were obtained.
 
 17) According to the information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, funds
 amounting to Rs.37,699 thousand raised on short term basis (primarily
 represented by changes in working capital) have been used for long term
 investment (primarily represented by fixed assets). Further, the
 Company has explained that steps are being taken to augment the long
 term funds.
 
 18) The Company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained under section
 301 of the Companies Act, 1956.
 
 19) The Company did not issue any debentures during the year.
 
 20) The Company has not raised any money through a public issue during
 the year.
 
 21) According to the information and explanations given to us by the
 Management and to the best of our knowledge and belief, no fraud on, or
 by the Company has been noticed or reported during the year.
 
 For and on behalf of
 
 KALYANIWALLA & MISTRY
 
 CHARTERED ACCOUNTANTS
 
 (Firm Registration No.: 104607W)
 
 Anil A. Kulkarni
 
 Partner
 
 Membership No.: 47576
 
 Date : May 30, 2012
 
 Place : Pune