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Brilliance Guaranteed

23rd February 2013

To,
The Board of Directors
Kayne Food Limited
Lahore
Dear Sirs,
Engagement Letter for the Statutory Audit for the Year Ended March 31, 2013
We are delighted to acknowledge as certified chartered accountants of Pakistan, the
acceptance of our proposal dated February 21, 2013. This letter and Appendices shall
apply in respect of the statutory audit and services for the year/ period ended March
31, 2013, and to subsequent periods unless otherwise agreed in writing and to other
work associated with or incidental to any of the services performed under this letter.
You have requested that we audit the financial statements of Kayne Food Limited,
which comprise the statement of financial position as at March 31, 2013, and
statement of comprehensive income, statement of changes in equity and cash flow
statement for the year then ended, and a summary of significant accounting policies
and other explanatory information. We are pleased to confirm our acceptance and our
understanding of this audit engagement by means of this letter.

Objective and scope of our audit

Our audit will be conducted with the objective of our expressing an opinion on the
financial statements.Our audit will be conducted in accordance with the International
Accounting Standards (ISAs) and the Companies Ordinance 1984. Where there is a
conflict between the two, the law shall be taken to be binding. These frameworks will
help us to detect material misstatements irrespective of whether they are due to error
or fraud. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from material
misstatements. Because of the test nature and other inherent limitations of an audit,
together with the inherent limitations of any accounting and internal control system,
there is an unavoidable risk that even some material misstatements may remain
undiscovered.
Furthermore, it will be conducted in such a manner, as we consider necessary to fulfil
our responsibilities and will include such tests of transactions and of the existence,
ownership and valuation of assets and liabilities, as we consider necessary.
We shall obtain an understanding of the accounting and internal control system in
Disclaimer: This letter is provided solely for the purpose of an Engagement Letter to the Kayne Food Limited and should
not be used for any other purpose. Any use that a third party makes of this letter, or any reliance or decisions made based
on it, are the responsibility of such third parties. We accept no responsibility for loss or damages, if any, suffered by any
third party as a result of decisions made or actions taken based on this letter.

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order to assess its adequacy as a basis for the preparation of the financial statements
and to establish whether proper accounting records have been maintained. We shall
expect to obtain such relevant and reliable evidence as we consider sufficient to
enable us to draw reasonable conclusions therefrom.
We appreciate that the present size of your business renders it uneconomic to create a
system of internal control based on the segregation of duties for different functions
within each area of the business. In the running of your company we understand that
the directors are closely involved with the control of the company's transactions. In
planning and performing our audit work we shall take account of the supervision.
Further, we may ask additionally for confirmation in writing that all the transaction
undertaken by the company have been properly reflected and recorded in the
accounting records, and our audit report on your company's financial statements may
refer to this confirmation.
The nature and extent of our tests will vary according to our assessment of the
company's accounting system and, may cover any aspect of the business operations.
We shall report to you any significant deficiency in, our observations on the
company's systems that come to our notice and which we think should be brought to
your attention.
In order to assist us with the examination of your financial statements, we shall
request sight of all documents or statements, including the directors' report, which are
due to be issued with the financial statements. We are also entitled to attend all
General meetings of the company and to receive notice of all such meetings.
The responsibility for the safeguarding of assets and for the prevention and detection
of irregularities and fraud rests with the directors of the company. While, we shall
endeavor to plan our audit so that we have a reasonable expectation of detecting
material misstatements in the financial statements or accounting records resulting
from irregularities and frauds which may exist, our examination cannot be relied upon
to disclose all such material misstatements, frauds or irregularities as may exist.
In order to ensure that there is an effective two-way communication between us we
set out below the expected form and timing of communications.

We shall contact you prior to each year-end for preliminary discussions

concerning the audit.
We will discuss any matters arising from the audit with you after completing
our on-site work.

The formal communications set out above are the minimum required to comply with
auditing standards. We shall of course contact you on a more frequent and regular
basis regarding both audit and other matters. Communications will be via telephone,
letter or a meeting as appropriate.

Audit Team
Farhan Syed Lead Engagement Partner
Awaab Khakwany Quality Review Partner
Swebah Javed Lead Engagement Manager
Disclaimer: This letter is provided solely for the purpose of an Engagement Letter to the Kayne Food Limited and should
not be used for any other purpose. Any use that a third party makes of this letter, or any reliance or decisions made based
on it, are the responsibility of such third parties. We accept no responsibility for loss or damages, if any, suffered by any
third party as a result of decisions made or actions taken based on this letter.

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Muhammad Dawood Khan Lead Engagement Manager

Sheharyar Sirhindi Audit Senior
Haris Khan Audit Senior
Noor Ul Ain Audit Junior
Beebal Zafar Audit Junior

Auditors Responsibility
Our responsibility is to conduct the audit as per the standards applicable in Pakistan.
The standards require that we comply with ethical requirements and perform the audit
to obtain reasonable assurance about whether the statements are free from any
misstatements.
The audit involves performing procedures to obtain evidence about the class of
transactions, account balances and disclosures. The procedures selected depend on the
auditors judgment, including the assessment of the risks of material misstatement in
the financial statements, whether due to fraud or error. The audit also includes
evaluating the appropriateness of accounting policies and the reasonableness of
accounting estimates made by management as well as an evaluation of the overall
presentation of the financial statements.
Because of the inherent limitations of an audit, together with the inherent limitations
of internal control system, there is an unavoidable risk that even some material
misstatements may not be detected, even though the audit is properly planned and
performed in accordance with Auditing Standards as applicable in Pakistan.
As part of our audit, we will read the other information in your annual report and
consider whether such information, or the manner of its presentation, is materially
consistent with information, or the manner of its presentation, appearing in the
financial statements. However, our audit does not include the performance of
procedures to corroborate such other information.
Our audit team will use a risk-based approach for the audit and well carry out risk
assessment procedures to understand the environment, objectives, internal control and
accounting policies of your entity. We shall obtain an understanding of accounting
policies and internal control systems in order to assess their adequacy as a basis for
the preparation of the accounts and to establish whether proper books of accounts
have been maintained.
In making our risk assessments, we consider internal control relevant to the entitys
preparation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entitys internal control. However, we will communicate to
you in writing in the Management Letter concerning any significant deficiencies in
internal control relevant to the audit of the financial statements that we have identified
during the audit.
Disclaimer: This letter is provided solely for the purpose of an Engagement Letter to the Kayne Food Limited and should
not be used for any other purpose. Any use that a third party makes of this letter, or any reliance or decisions made based
on it, are the responsibility of such third parties. We accept no responsibility for loss or damages, if any, suffered by any
third party as a result of decisions made or actions taken based on this letter.

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We are also required by the Companies Ordinance 1984 to form our opinion on
whether the expenditure incurred during the year was for the purpose of the entitys
business and whether zakat deductible at source under the Zakat and Ushr Ordinance,
1980, (XVIII of 1980), was deducted by the entity and deposited in the Central Zakat
Fund established under section 7 of that Ordinance.

Managements Responsibility
Our audit will be conducted on the basis that [management and, where appropriate,
those charged with governance] acknowledge and understand that they have
responsibility:
a) For maintaining proper accounting records and preparing financial statements
which give a true and fair view and comply with the Companies Acts 1963 to 2012.
b) For the preparation and fair presentation of the financial statements in accordance
with [International Financial Reporting Standards] or [the accounting standards
issued by the Accounting Standards Board (Generally Accepted Accounting Practice
in Pakistan)], and for preparing them such that those financial statements give a true
and fair view of the state of affairs of the Company as at the end of its financial year
and of its profit or loss for that financial year.
c) For such internal control as Kayne Foods determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether
due to fraud or error; and

d) To provide us with:
(i) Access to Kayne Foods accounting records and all information of which
management is aware that is relevant to the preparation of the financial
statements such as records, documentation and other matters;
(ii) Additional information that we may request from [management] for the
purpose of the audit; and
(iii)Unrestricted access to persons within the entity from whom we determine it
necessary to obtain audit evidence.
As part of our audit process, we will request from [management and, where
appropriate, those charged with governance], written confirmation concerning
representations made to us in connection with the audit.
You are also required to inform us of any material event occurring between the date
of our report and that of the AGM which may affect the financial statements.

Disclaimer: This letter is provided solely for the purpose of an Engagement Letter to the Kayne Food Limited and should
not be used for any other purpose. Any use that a third party makes of this letter, or any reliance or decisions made based
on it, are the responsibility of such third parties. We accept no responsibility for loss or damages, if any, suffered by any
third party as a result of decisions made or actions taken based on this letter.

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Auditors Liabilities
As part of our audit process, we will request from management and, where appropriate,
those charged with governance, written confirmation concerning representations made to
us in connection with the audit.
(i) The working paper file relating to the audit of Kayne Food Limited may be
subject to Quality Control Review without any reference to the company under a
directive issued by ICAP to audit firms.
(ii) The working papers and documents pertaining to the audit may need to be
disclosed to relevant authorities during legal proceedings and also in response to
any inquiry or investigation by ICAP or any other regulatory body.
(iii) However, in case we are requested to produce any working papers as evidence in
any legal process to which we are not a party, Kayne Food Limited shall
reimburse all reasonable expenses we incur in responding to such requests.
The auditors will not be liable for any errors, omissions and discrepancies in any version
provided to any party or the electronic version of the financial statements and their
reports and will only remain bound by the version available at the registered office of
Kayne Food Limited.
In case of any circumstance requiring so, further agreements may need to be made
under reasonable terms and conditions.

Fees
Our fees are computed on the basis of the time spent on your affairs by our partners
and staff and on the levels of skill and responsibility involved. On the above basis our
fee for the year ending 31 March 2013 will be PKR 1,800,000. In accordance with
our normal terms of engagement, 50% of our fees are payable prior to commencement
of the audit, 40% on completion of detailed audit work and 10% on submission of our
report. Our fees will be invoiced to you in accordance with the above schedule and
will be due on presentation. The above fee is on the basis that we would incur
approximately 790 hours in completing our audit work. If we incur additional hours to
complete our audit work, we will seek additional fees.
In addition to the above we shall invoice you for out of pocket expenses, if any, such
as translation, telexes, telefaxes, courier service, etc. connected with the service
provided to you.
The fees will be subject to review each year and will vary with a number of factors
including the extent of the assistance we receive from members of your staff in
preparing routine schedules and analyses.

Disclaimer: This letter is provided solely for the purpose of an Engagement Letter to the Kayne Food Limited and should
not be used for any other purpose. Any use that a third party makes of this letter, or any reliance or decisions made based
on it, are the responsibility of such third parties. We accept no responsibility for loss or damages, if any, suffered by any
third party as a result of decisions made or actions taken based on this letter.

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Additional provisions regarding our fees and billing arrangements are set out in the
attached terms of business.

Accessing K&S systems via your network

You agree that our partners and employees may access the K&S network via your
Internet connection using K&S computers. We each accept the risks and neither of us
will have any liability whatsoever to the other in this regard.

Quality of service
If you are not satisfied with the services, or have suggestions for improvement, please
contact either your engagement leader, Farhan Syed or Awaab Khakwany, the partner
in charge of the Quality Assurance practice.

Law and jurisdiction

This agreement and any dispute arising from it, whether contractual or noncontractual, will be governed by Pakistani law and be subject to the exclusive
jurisdiction of Pakistani courts.

Confirmation of agreement
Please confirm your acceptance of this agreement by signing the enclosed copy and
returning it to us. If you wish to discuss the terms of our appointment further before
replying, please let us know. It is recommended that the agreement is read by those
charged with governance to assist their understanding of the auditors responsibilities,
required communications made by and to the auditor and the scope of the audit.
Yours faithfully

_______________________
Farhan Syed
Lead Engagement Partner

Disclaimer: This letter is provided solely for the purpose of an Engagement Letter to the Kayne Food Limited and should
not be used for any other purpose. Any use that a third party makes of this letter, or any reliance or decisions made based
on it, are the responsibility of such third parties. We accept no responsibility for loss or damages, if any, suffered by any
third party as a result of decisions made or actions taken based on this letter.

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Copy letter to be returned to Khan & Syed Co.
I accept the terms of this agreement and confirm that I am authorised to sign for and
on behalf of Kayne Foods Limited.

_____________________________
Signed

______________________________
Print Name

_______________________________
Date

Khan & Syed Company

2013 Upper Mall
P. O. Box 5555
Lahore, Pakistan
Phone: (042) 111-123-KaS (527)

Disclaimer: This letter is provided solely for the purpose of an Engagement Letter to the Kayne Food Limited and should
not be used for any other purpose. Any use that a third party makes of this letter, or any reliance or decisions made based
on it, are the responsibility of such third parties. We accept no responsibility for loss or damages, if any, suffered by any
third party as a result of decisions made or actions taken based on this letter.