ఆడిటర్ నివేదిక Asian Fertilizers Ltd.

Mar 31, 2024

We have audited the audited the financial statements of Asian Fertilizers Limited (“the
Company”), which comprise the Balance sheet as at March 31, 2024, and the Statement of Profit
and Loss (including other comprehensive income), the Statement of Changes in Equity and
Statement of Cash Flows for the year then ended, and notes to the financial statements,
including a summary of material accounting policies and other explanatory information
(hereinafter referred to as “Financial Statements”)

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid financial statements give the information required by the Companies Act, 2013
(the Act) in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, thereof (“Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31,
2024, its profit, total comprehensive income, change in equity and its cash flows for the year
ended on that date

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section
of our report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the standalone financial statements under the provisions of the Act and the
rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with

these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion on the Financial Statements.

Key Audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. We have determined the matters described
below to be the key audit matters to be communicated in our report.

Description of key Audit Matter

Revenue recognition (refer notes 1 -B-26 and 23 to the Financial Statements)

Revenue is measured net of volume discounts, price concessions, incentives, and returns, if any.

Due to the Company’s presence across different marketing regions within the country and the
competitive business environment, the estimation of the various types of discounts, rebates and
incentives to be recognized based on sales made during the year is material and considered to be
judgmental.

Therefore, there is a risk of revenue being misstated as a result of error in estimations of discounts,
incentives and rebates.

Revenue is recognized when the control of the underlying products has been transferred to the
customer. There is a risk of revenue being overstated due to fraud resulting from the pressure on
management to achieve performance targets at the reporting period end.

How the matters was addressed in our audit procedure included:

• Assessing the appropriateness of the revenue recognition accounting policies, including
those relating to discounts, rebates and incentives.

• Comparing the historical discounts, rebates and incentives. We also considered the
historical accuracy of the Company’s estimates in previous year(s).

• Checking of completeness and accuracy of the data used by the management for the
purpose of calculation of the provision discounts, rebates and incentives and for sales
returns and checking of its arithmetical accuracy.

• Comparison between the estimates in the past with subsequent actuals and analysis of the
nature of any deviations to corroborate the effectiveness of the management estimation
process.

• Considered the adequacy of the Company’s disclosures in respect of revenue.

Information other than the Financial Statements and Auditors’ Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board’s Report
including Annexures to Board’s Report and Corporate Governance and Shareholder’s information,
but does not include financial statements, and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not
expressary from of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this
regard.

Responsibility of Management for Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of the se financial statements
that give a true and fair view of the financial position, financial performance including other
comprehensive income, change in equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the accounting Standards specified
under section 133 of the Act. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds and other irregularities;

selection and application of appropriate implementation and maintenance of accounting policies;
making judgements and estimates that are reasonable and prudent; and design, implementation

and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparations
and presentations of the financial statement that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing t he company’s financial reporting
process.

Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements,

As part of an audit in accordance with SAs, we exercise professional judgement and maintain

professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the

company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s r eport. However, future
events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of
the financial statements may be influenced. We consider quantitative materiality and qualitative
factors in

(i) Planning the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters. We describe these matters in
our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would
reasonably be expected to overweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by
the central Government of India in terms of sub-section (11) of section 143 of the
Companies Act, 2013, we give in the “Annexure A”, a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 197(16) of the Act, we report that the Company has paid
remuneration to its directors during the year in accordance with the provisions of and
limits laid down under Section 197 read wiith Schedule V to the Act.

3. Further to our comments in Annexure A, as required by section 143(3) of the Act, we
report that:

(a) We have sought and 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 it appears from our examination of those books;

(c) The Balance Sheet, the Statements of Profit and Loss (including other comprehensive
income), the statement of cash flows and statement of change in equity dealt with by
this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as of March
31, 2024 taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2024 from being appointed as a director in terms of
Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and operating effectiveness of such controls, refer to our
separate Report in “Annexure B”. Our report expresses and unmodified opinion on
the adequacy and operating effectiveness of the Company’s internal financial
controls over financial reporting.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance
with Rule 11 of the Companies (Audit and Auditors)Rules, 2014, in our opinion and to the
best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements- Refer Note no. 34 to the financial statements;

ii. The company did not have any long-term contracts including derivative contracts
for which there were any material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the investor
education and protection fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief,
no funds (which are material either individually or in the aggregate) have been
advanced or loaned or invested (either from borrowed funds or share premium or
any other sources or kind of funds) by the Company to or in any other person or
entity, including foreign entity (“intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate) have
been received by the Company from any person or entity, including foreign entity
(“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether, directly or indirectly, lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused
us to believe that the representations under sub clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared and/or paid any dividend during the year. Hence,
compliance of section 123 of the Act is not applicable during the year.

vi. Based on our examination which included test checks, the Company has used an
accounting software for maintain its books of accounts for the financial year ended
March 31, 2024 which has a feature of recording audit trail (edit log) facility and
the same has operated throughout the year for all relevant transactions recorded
in the software. Further, during the course of our audit we did not come across any
instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from
April 1, 2023 reporting under Rule 11(g) of Companies (Audit and Auditors) Rules,
2014 on preservation of audit trail as per the statutory requirements for record
retention is not applicable for the financial year ended March 31, 2024.

For Kapoor Tandon & Co.
Chartered Accountants
Firm Regd No. 000952C
Sd/-

(Divyank Nigam)

Place: Kanpur Partner

Date: 30.05.2024 M. No. 438443

UDIN: 24438443BKAVJF8633

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Mar 31, 2015

We have audited the accompanying Financial Statements of Asian Fertilizers Limited ("The Company"), which comprise the Balance Sheet as at 31st March, 2015, the statement of Profit and Loss and Cash Flow Statement for the year then ended, and the summary of significant accounting policies and other explenetory information.

Mangements Responsibility for the Financial Statments

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Compaines Act, 2013 ("The Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in Indian, including a the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintainance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregualarities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statments based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standrds and matters which are required to be included in the audit report under the provisions of the Act and Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirments and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from mateial misstatement.

An audit involves performing procedure to obtain audit evidence about the amount and disclosures in the financial statments. The procedure selected depend on the auditors judgment, including the assesment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risks assesments, the auditor considers internal control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procidures that are appropriate in the circumstances but not the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the over all presentation of financial statement.2

We believe that audit evidence we have obtained is sufficiant and appropriate to provide a basis for our audit opinion on the financial statements.

Basis of Qualified Opinion

No provision for Exice Duty on closing stock of finished goods has been made in the accounts as well as same has not been included in value of Inventories. The above accounting treatment is not in confirmity with the Accounting Standard 2 (Inventory Valuation) issued by the Institute of Chartered Accountants of India. However it has no effect on profit for the year.

Few balances of debtors, creditors, advances, loans, security deposits and other parties are subject to confirmation/reconciliation the impact whereof on the accounts is not ascertainable, {refer Note No. 37}

The cumulative effect of the above is not ascertainable at this stage.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects for the matter described in the Basis for Qualified Opinion paragraph, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view confirmity 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 March 31,2015;

b) In the case of Statement of Profit and Loss, of the profit for year ended on that date; and

c) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors Report) Order, 2015 ("the order") issued by the central Government of India in terms of sub section (11) of Section 143 of the Act, and on the basis of such checks of the books and records of the company as we considered appropriate and according to information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by the Section 143 (3) of the Act we report that:

a) We have sought and obtained all the information and explainations which to the best of our knowledgeand 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 those books;

c) The Balance Sheet, the statement of Profit & Loss and Cash and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) Except for the effects of the matter described in Basis for Qualified Opinion paragraph, the aforesaid financial statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 1 of the Companies (Accounts) Rules, 2014

e) On the basis of written representations received from the directors, as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2015 from being appointed as a director in terms of Section 164 (2) of the Act,

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2015, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note no. 34.1 to the financial statements;

ii) In our opinion and as per the information and explanations provided to us, the company has not entered into any long term contracts including derivative contracts, requiring provision under applicable laws or accounting standards, for material foreseeable losses; and

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Educattion and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 1 of our report of even date on the financial statements for the financial year ended 31 st March, 2015 to the members of Asian Fertilizers Limited)

In terms of the information and explanations given to us and also on the basis of such checks as we considered appropriate, we state that:

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the company are physically verified in a phased manner, over a period of two years so as to cover all the fixed assets. In our opinion, the frequency of physical verification of fixed assets is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies between book records and the physical inventory were noticed.

(ii) (a) The inventories of the Company has been physically verified by the management during the year except material lying with the third parties. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion, 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) The Company is maintaining proper records of inventories. As explained to us, the discrepancies noticed on verification were not material in releation to the operations of the Company.

(iii) The Company has not granted any loan, secured or unsecured, to companies firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion, there is adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on fire basis of our examination 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) In our opinion, the Company has not accepted any deposit during the year within the meaning of Section 73 to Section 76 of the Companies Act, 2013 read with the Rules framed there under.

(vi) We have broadly reviewed the books of account and records maintained by the Company pursuant to the Rules framed by the Central Government for the maintenance of cost records under sub-section (1) of Scection 148 of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed records have been made and maintained. We have not, however, made a detailed examination of he said accounts and records with a view to determine whether they are accurate or complete.

(vii) (a) According to the books and records produced and examined by us, the Company is generally regular in deposting undisputed Statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues as applicable with the appropriate authorities and no undisputed amount payable in respect of aforesaid statutory dues were outstanding as at 31 st March 2015 for a period of more than six months from the date they become payable.

b) According to the information and explainations given to us, there are no dues of Income Tax, Sales Tax, Wealth Taxi, Duty of Coustoms, Duty of Excise, Value Added Tax and Cess and which have not been deposited on account of any dispute, except mentioned as below.

Name of the Nature of the Amount Year to Which Statute dues (Rs. in Lacs) relates

The Central Excise Penalty 5.00 2003-04 Act, 1944

Name of the Forum where Statute pending

The Central Excise CESTAT Act, 1944 New Delhi

c) According to the information and explanations given to us, there are no amounts that required to be transferred to investors Education and Protection Fund during the year in accordance with the relevant provisions of the Companies Act 1956.

(viii) The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year as well as in the immediately preceding financial year.

(ix) According to the information and explanation given to us and based on the documents and records produced to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders during the year.

(x) The company has not given any guarantees for loans taken by others from banks or financial intitution

(xi) In our opinion, the term loans have been applied for the purposes for which they were obtained.

(xii) Based on the audit procedures performed 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.

For KAPOOR TANDON & CO., Chartered Accountants Firm Reg. No. - 000952 C

(R. P. Gupta) Camp: Gorakhpur Partner Date : 29.05.2015 M.No. 070904

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Asian Fertilizers Limited as at 31st March, 2012 and also the statement of Profit and Loss 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.

2. 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 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 Companies (Auditors' Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order:

4. Further to our comments in the Annexure referred to in paragraph (3) 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 accounts as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, statement of Profit and Loss and cash flow statement dealt with by this report are in agreement with the books of accounts;

(d) No provision for Excise Duty on closing stock of sulphuric acid has been made in the accounts. The above accounting treatment is not in conformity with the Accounting Standard 2 (Inventory Valuation) issued by the Institute of Chartered Accountants of India.

Subject to above regarding non observance of AS 2 and para 4 (g) (i) below regarding non observance of AS 6, the company has complied with all the mandatory Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2012 from being appointed as director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

f) In absence of the notification by the Central Government, the Cess payable under Section 441A of the Companies Act, 1956, has not been quantified and/or paid;

g) In our opinion and to the best of our information and according to the explanations given to us during the course of our audit, the said accounts subject to the following Notes.

1) Note No. 1.6(a) regarding method of providing depreciation which is not in conformity with the AS 6 (Depreciation Accounting) issued by the Institute of Chartered Accountants of India.

2) Note No. 38 regarding non confirmation/reconciliation of few balances of debtors, creditors, advances, loans, security deposits and other parties, the impact whereof on the accounts is not ascertainable.

The cumulative effect of the above is not ascertainable at this stage and read together with 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 accounting principles generally accepted in India:

i. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012,

ii. in the case of Statement of Profit and Loss, of the Profit 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 AUDITORS REPORT

(This is the Annexure referred to in our report of even date to the members of Asian Fertilizers Limited)

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under

(i) (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the company are physically verified in a phased manner, over a period of two years so as to cover all the fixed assets. In our opinion, the frequency of physical verification of fixed assets is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies between book records and the physical inventory were noticed.

(c) The substantial part of the fixed assets has not been disposed off during the year which may affect its status as going concern.

(ii) (a) The inventory of the Company has been physically verified by the management during the year except material lying with the third parties. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management were 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 records of inventory, in our opinion, the company has maintained proper records of inventory and no material discrepancies between the physical stocks and the book records were noticed.

(iii) (a) The Company has taken interest free unsecured loan amounting to Rs. 0.31 Lacs from a director, except this the company has neither granted nor taken any loans secured or unsecured to/from the Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) The loan from the director is interest free and no terms of repayment have been stipulated. Other terms and conditions of loan are, prima facie, not prejudicial to the interest of the company.

(iv) On the basis of evaluation of internal control procedures, it appears that there are adequate internal control procedures commensurate with the size of Company and nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services.

Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor we have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

(v) (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, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, during the year in respect of each party have been entered into at the prices which are reasonable having regard to prevailing market price as far as we could ascertain on the basis of information and explanations given to us.

(vi) The Company has not accepted any deposits from the public during the year under audit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

(vii) in our opinion, the company has an internal audit system commensurate with the size of the company and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the company relating to the manufacturing of sulphuric acid and single super phosphate' pursuant to the order made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investors Education and Protection Fund, Income Tax, Sales/Trade Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities and no undisputed amount payable in respect of aforesaid statutory dues were outstanding as 31st March 2012 for a period of more than six months from the date they become payable.

Further, in absence of notification from the Government in respect of Cess as per the provisions of Section 441A of Companies Act, 1956, the same could not be quantified/deposited.

(b) According to the information and explanation given to us, there are no dues of sales tax/income tax/custom tax/wealth tax/excise duty/cess which have not been deposited on account of any dispute other than those stated hereunder:

Name of Nature of Amount Period to Forum where Statute dues (Rs. in which Dues pending Lacs) relates

The Central Excise duty 18.71 1998-99 Customs, excise Excise and Penalty and service Tax Act, 1944 Appellate Tribunal

Penalty 5.00 2003-04 -do-

Excise duty 1.85 2003-04 Commissioner and Penalty (Appeals), Allahabad

(x) The company has accumulated losses of Rs. 86.98 Lacs which is not more than 50% of its Net Worth; however the company has not incurred cash loss during the current financial year or in the immediately preceding financial year.

(xi) According to the information and explanation given to us, the company has not defaulted in repayment of dues to banks and/or financial institutions during the year.

(xii) According to the information and explanation given to us, the company has not granted 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 statue as applicable to chit fund, nidhi, mutual fund/societies are not applicable to the company.

(xiv) The company is not dealing/trading in securities.

(xv) The company has not given any guarantees for loans taken by others from Banks or financial institutions.

(xvi) The term loans availed during the year were applied for the purposes for which loan were taken.

(xvii) Based on the information and the explanations given to us and on the basis of over all review of the Financial Statements of the company, funds raised for short term purposes have, prima facie, not been used for long term requirement.

(xviii) The company has not made any preferential allotment of shares during the year.

(xix) According to the information and explanations given to us, during the year, the company has not issued any Debentures.

(xx) The company has not raised any money by public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the company has bee- noticed or reported during the year.

For KAPOOR TANDON & CO., Chartered Accountants

(Rajesh Parasramka) Partner M. No. 074192 Firm Reg. No. - 000952 C

Camp: Gorakhpur Date : 30.05.12

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Asian Fertilizers Limited as at 31st March, 2010 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 Companys man agement. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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 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 Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order:

4. Further to our comments in the Annexure referred to in paragraph (3) 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 accounts as required by law have been kept by the Company so far as appears from our examination of these books;

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts;

d) No provision for Excise Duty on closing stock of sulphuric acid has been made in the accounts. The above accounting treatment is not in conformity with the Accounting Standard 2 (Inventory Valuation) issued by the Institute of Chartered Accountants of India.

Subject to above regarding non observance of AS 2 and para 4 (G) (i) below regarding non observance of AS 6, the company has complied with all the mandatory Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2010 from being appointed as director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

f) In absence of the notification by the Central Government, the Cess payable under Section 441A of the Companies Act, 1956, has not been quantified and / or paid;

g) In our opinion and to the best of our information and according to the explanations given to us during the course of our audit, the said accounts subject to the following Notes of Schedule 20:

1) Note No. A-6(a) and B-2 regarding method of providing depreciation which is not in conformity with the AS 6 (Depreciation Accounting) issued by the Institute of Chartered Accountants of India.

2) Note No. B-3 regarding non confirmation/ reconciliation of few balances of debtors, creditors, advances, loans, security deposits and other parties, the impact whereof on the accounts is not ascertainable.

The cumulative effect of the above is not ascertainable at this stage and read together with 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 accounting principles generally accepted in India:

i. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010,

ii. in the case of Profit and Loss Account, of the Profit 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 AUDITORS REPORT

(This is the Annexure referred to in our report of even date to the members of Asian Fertilizers Limited) In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

(i) (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the company are physically verified in a phased manner, overa period of three years so as to cover all the fixed assets. In our opinion, the frequency of physical verification of fixed assets is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies between book records and the physical inventory were noticed.

(c) The substantial part of the fixed assets has not been disposed off during the year which may affect its status as going concern.

(ii) (a) The inventory of the Company has been physically verified by the management during the year except material lying with the third parties. In ouropinion, the frequency of such verification is reasonable.

(b) In ouropinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management were 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 records of inventory, in our opinion, the company has maintained proper records of inventory and no material discrepancies between the physical stocks and the book records were noticed.

(iii) (a) The Company has taken interest free unsecured loan amounting to Rs. 0.31 Lacs from a director, except this the company has neither granted nor taken any loans secured or unsecured to/from the Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) The loan from the director is interest free and no terms of repayment have been stipulated. Other terms and conditions of loan are, prima facie, not prejudicial to the interest of the company,

(iv) On the basis of evaluation of internal control procedures, it appears that there are adequate internal control procedures commensurate with the size of Company and nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services.

Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor we have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

(v) (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 ofthe CompaniesAct,1956 have been so entered.

(b) In our opinion, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, during the year in respect of each party have been entered into at the prices which are reasonable having regard to prevailing market price as far as we could ascertain on the basis of information and explanations given to us.

(vi) The Company has not accepted any deposits from the public during the year under audit within the meaning of Section 58Aand 58AAof the Companies Act, 1956 and rules framed there under.

(vii) The company needs to implement an adequate internal audit system commensurate with the size of the company and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the company relating to the manufacturing of sulphuric acid and single super phosphate pursuant to the order made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Custom Duty, Excise Duty and other statutory dues with appropriate authority. Further, in absence of notification from the Government in respect of Cess as per the provisions of Section 441 A of Companies Act, 1956, the same could not be quantified / deposited.

(b) According to the information and explanation given to us, there are no dues of sales tax/ income tax/ custom tax / wealth tax / excise duty / cess which have not been deposited on account of any dispute other than those stated hereunder:



Name of Nature of Amount Period to which Forum where Dues Statute dues (Rs. in Lacs) relates pending

The Central Excise Excise duty 18.12 1998-99 Customs, excise and Act, 1944 and Penalty service Tax Appealate Tribunal

Penalty 5.00 2003-04 -do-

Exciseduty 1.85 2003-04 Commissioner

and Penalty (Appeals), Allahabad



(x) The company has accumulated losses of Rs. 301.65 Lac which is not more than 50% of its Net Worth; however the company has not incurred cash loss during the current financial year or in the immediately preceding financial year.

(xi) According to the information and explanation given to us, the company has not defaulted in repayment of dues to banks and/or financial institutions during the year.

(xii) According to the information and explanation given to us, the company has not granted 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 as applicable to chit fund, nidhi, mutual fund / societies are not applicable to the company.

(xiv) The company is not dealing / trading in securities.

(xv) The company has not given any guarantees for loans taken by others from Banks or financial institutions.

(xvi) The company has not availed any term loans during the year.

(xvii) Based on the information and the explanations given to us and on the basis of over all review of the Financial Statements of the company, funds raised for short term purposes have, prima facie, not been used for long term requirement.

(xviii) The company has not made any preferential allotment of shares during the year.

(xix) According to the information and explanations given to us, during the year, the company has not issued any Debentures.

(xx) The company has not raised any money by public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

Camp: Gorakhpur

Date : 28.05.10 For KAPOOR TANDON & CO.,

Chartered Accountants

(R. P. Gupta)

Partner

M. No. 070904

Firm Reg. No. - 000952 C