1.  We have audited the attached Balance Sheet of M/s. Unique Agro
 Processors (India) Limited as at 31st March, 2008 and the profit and
 Loss Account and also the cash flow statement for the year ended on
 that date annexed thereto. These financial statements are the
 responsibility of the Companys 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 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 (Auditors 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 enclose in the Annexure
 hereto a statement on the matters specified in paragraphs 4 and 5 of
 the said order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 (i) 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;
 
 (ii) 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
 those books;
 
 (iii) The Balance Sheet, Profit Loss Account and cash flow statement
 dealt with by this report are in agreement with the books of account;
 
 (iv) 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 in sub-section (3C) of section 211 of the Compaines
 Act. 1956;
 
 v) In our opinion, and based on information and explanations given to
 us, none of the Directors is disqualified as on 31st March, 2008 from
 being appointed as a Directors in terms of clause (g) of sub-section
 (1) of section 274 of the Companies Act, 1956;
 
 vi) In our opinion and to the best of our information and according to
 the explanation given to us, the siad accounts read together with the
 schedules, notes thereon and accounting policies attached thereto 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 :
 
 a) in the case of the Balance sheet of the state of affairs of the
 company as at 31st March, 2008;
 
 b) in the case, of the profit and loss account of the loss for the year
 ended on that date; and
 
 c) in the case of the cash flow statement of the cash flow for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 1.  In respect of its fixed assets:
 
 a) The Company has maintined proper records showing full particulars
 including quantitative details and situation of fixed assets on the
 basis of available information.
 
 b) As explained to us, the fixed assets have been physically verified
 by the management during the year in a phased periodical manner, which
 in our opinion is reasonable, having regard to the size of the Company
 and nature of its assets. No material discrepancies were noticed on
 such physical verification.
 
 c) The Company has not disposed off any part of its fixed assets during
 the year and therefore going concern status of the Company is not
 affected.
 
 2.  In respect of its inventories:
 
 a.  As explained to us, inventories have been physically verified by
 the management at regular intervals during the year.
 
 b.  In our opinion and according the information and explanations given
 to us, 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.
 
 c.  The Company has maintained proper records of inventories. As
 explained to us, there were no material discrepancies noticed on
 physical verification of inventory as compared to the book 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 under Section 301 of the Companies Act, 1956 :
 
 a) The Company had taken loan from six such companies / firms or other
 parties. The maximum amount involved during the year was Rs. 32.85 Lacs
 and the year end balance of loan taken from such parties was Rs. 707.66
 Lacs. The company has granted loans to one such party. The maximum
 amount involved during the year was Rs. Nil and the year end balance of
 loan granted to such party was Rs. 10.00 lacs.
 
 b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions on
 which loans have been taken from / granted are not prima facie
 prejudicial to the interest of the Company.
 
 c) We are unable to comment on the repayment of principal amount and
 the payment of interest in respect of loans taken / granted by the
 company because no stipulation has been made for repayment of the loans
 and payment of interest.
 
 d) We are unable to comment an overdue amount for reasons stated in
 para (c) above.
 
 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 busines
 for the purchase of inventory, fixed assets and with regard to the sale
 of goods. During the course of our audit, we have not observed any
 major weaknesses in internal controls.
 
 5 In respect of transactions covered under Section 301 of the Companies
 Act, 1956:
 
 a) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements, that needed to be entered in the register maintained
 under Section 301 of the Companies Act, 1956 have been so entered.
 
 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 and exceeding the value of Rupees Five Lacs
 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
 to which the provisions of Sec 58A and Sec.58AA of the Companies Act,
 1956 are applicable.
 
 7.  In our opinion, through the Company do not have internal audit
 system but have reasonable controls and internal checks within the
 organization commensurate with its size and nature of business.  *
 
 8.  Maintenance of cost records has not been prescribed by the Central
 Government under Clause (d) of Sub-Section (1) of Section 209(1 )(d) of
 the Companies Act, 1956 to the Company.
 
 9.  In respect of statutory dues :
 
 a) According to the records of the Company, undisputed statutory dues
 have been generally regularly deposited with the appropriate
 authorities. According to the information and explanations given to us,
 undisputed amounts remaining payable in respect of tax deducted at
 source amounting to Rs. 12, 554/- which were outstanding as at 31st
 March, 2008 for a period of more than six months from the date of
 becoming payable.
 
 b) The dues of disputes sales tax liability of Rs. 8,98,340/-
 pertaining to the year 1995-96 have not been deposited. The matter is
 in appeal before the Maharashtra Sales Tax Tribunal.
 
 10.  The company has accumulated losses to the tune of Rs. 765.95 Lacs
 as on 31st March 2008 which exceeds fifty percent its networth. The
 Company has incurred cash losses during the financial year covered by
 our audit and during the immediately preceding financial year.
 
 11.  In our opinion and according the information and explanation given
 to us, company has not defaulted in repayment of dues to Financial
 Institutions, Banks or debenture holders.
 
 12.  In our opinion and according the information and explanation given
 to us, 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 and therefore, provisions of Clause 4(xii) of the Companies
 (Auditors Report) Order 2003 are not applicable.
 
 13.  In our opinion, the company is not a chit fund or a nidhi / mutual
 benefit fund / society.  Therefore, clause 4(xiii) of the Companies
 (Auditors Report) order 2003 is not applicable to the Compny.
 
 14.  The Company has not dealt in trading in shares, securities,
 debentures and other investments during the financial year concerned
 and hence clause 4(xiv) of the Companies (Auditors Report) Order 2003
 is not applicable to the Company.
 
 15.  The Company has not given any guarantee for loans taken by others
 from Bank or Financial Institutions.
 
 16.  The Company has not taken any term loan during the financial year.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, we are of
 the opinion that the Company has not utilised and short term funds for
 long term investment and vice versa.
 
 18.  During the year, the company has not made any preferential
 allotment of shares to parties and companies covered in the Register
 maintained under Section 301 of the Companies Act, 1956.
 
 19.  The company has not issued any debentures during the financial
 year concerned and hence question of creating securities in respect of
 the same does not arise.
 
 20.  The Company has not raised any money by way of public issue during
 the year.
 
 21.  In our opinion and according to the information and explanations
 given to us, no fraud on or by the company has been noticed or reported
 during the year, that causes the financial statement to be materially
 misstaked.
 
                                              For, P.S. Thakare & Co.
                                               CHARTERED ACCOUNTANTS
 
 NAGPUR                                                (P.S. THAKARE)
 DATED: 28-8-2008                                            PARTNER
                                                         M.No. 34051