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Auditor Report of Associated Alcohols & Breweries Ltd.

Mar 31, 2017

To

The Members of

Associated Alcohols & Breweries Limited Report on the Financial Statements

We have audited the accompanying financial statements of Associated Alcohols & Breweries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2017, the Profit and Loss Statement, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the 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 and presentation 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 India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance 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 irregularities; 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 from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

While Conducting the Audit we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013, we give in the Annexure A, a statement on the matter specified in Para 3 and 4 of the order, to the extent applicable.

2. 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 purposes of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those 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 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 on March 31, 2017, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, 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 the operating effectiveness of such controls, refer to our separate Report in Annexure B.

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 as referred to in Note 27 I (B) to the financial statements.

(ii) the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts.

(iii) there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

(iv) the Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management (Refer Note 17).

The Annexure referred to in Independent Auditor''s Report to the members of the company on the financial statements for the year ended 31st March, 2017, we report that:

(i) In respect of its Fixed Assets:

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

(b) As explained to us these fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us and on the basis of our examination, the title deeds of immovable properties are held in the name of the company.

(ii) In respect of its inventory:

According to the information and explanation given to us, physical verification of the inventory has been conducted at reasonable interval by the management and discrepancies noticed were corrected on such physical verification during the year.

(iii) According to the information and explanation given to us, the company has not granted loans, secured or unsecured companies, firms, limited liability partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) According to the information and explanation given to us, the company has complied with the provision of section 185 and 186 of the companies act, 2013, as applicable, in respect of loans, investments, guarantees, and security.

Sr.

No.

Name of the statue

Nature of dues

Amount (Rs, in Lacs)

Forum where dispute is pending

1

Income Tax Act, 1961

Income Tax Demand AY 2011-12

7.64

Commissioner of Income Tax (Appeals)

2

Income Tax Act, 1961

Income Tax Demand AY 2012-13

6.28

Commissioner of Income Tax (Appeals)

3

Income Tax Act, 1961

Income Tax Demand AY 2013-14

2.68

Commissioner of Income Tax (Appeals)

4

Entry Tax Act

Entry Tax, FY 2012-13

74.35

MP Commercial Tax, Appeal Board, Bhopal

5

Entry Tax Act

Entry Tax, FY 2007-08

11.38

MP Commercial Tax, Appeal Board, Bhopal

6

Entry Tax Act

Entry Tax, FY 2008-09

9.29

MP Commercial Tax, Appeal Board, Bhopal

(v) According to the information and explanation given to us the company has not accepted deposits to which provisions of Section 73 to 76 of the Companies Act, 2013 are applicable.

(vi) According to the information and explanation given to us, the central government has not prescribed maintenance of cost records under sub-section (1) Section 148 of the Companies Act, 2013.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, duty of Customs, duty of excise, Value Added Tax, cess and other statutory dues to the appropriate authorities and there were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, duty of Customs, duty of excise, Value Added Tax, cess and other statutory dues in arrears as at 31st March, 2017 for period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the dues of Income tax, Sales Tax, Service Tax, duty of Customs, duty of Excise, Value Added tax, have not been deposited as on 31st March, 2017 on account of dispute are as under.

(viii) The company has not defaulted in repayment of loans or borrowing to a financial institution, bank, government or dues to debenture holders.

Sr.

No.

Name of the statue

Nature of dues

Amount (Rs, in Lacs)

Forum where dispute is pending

7

Madhya Pradesh VAT Act

M.P VAT, 2013-14

271.55

Addl. Commissioner, Commercial Tax, Indore

8

Central Sales Tax Act

Central Sales Tax, 2013-14

3.61

Addl. Commissioner, Commercial Tax, Indore

9

Entry Tax Act

Entry Tax, 2013-14

0.77

Addl. Commissioner, Commercial Tax, Indore

10

Madhya Pradesh VAT Act

M.P VAT , 2014-15

289.25

Addl. Commissioner, Commercial Tax, Indore

11

Central Sales Tax Act

Central Sales Tax, 2014-15

0.59

Addl. Commissioner, Commercial Tax, Indore

12

Madhya Pradesh Excise Act

State Excise Duty

6.63

Board of Revenue

13

Madhya Pradesh Excise Act

State Excise Duty

454.80

M.P High Court

14

Madhya Pradesh Excise Act

State Excise Duty

118.99

Excise Commissioner, Gwalior

(ix) The company has not raised moneys by way of initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us, the Company has generally applied the term loans for the purpose for which the loans were obtained.

(x) We have not noticed or reported any fraud by the company or any fraud on the company by its officers or employees during the year.

(xi) The managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act.

(xii) The company has not been a Nidhi Company and as such, requirement for comments as applicable to Nidhi Company is not applicable.

(xiii) According to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where ever applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xv) According to the information and explanation given to us, the company has not entered into any non-cash transactions with directors or persons connected with him and the provisions of section 192 of Companies Act, 2013 are not applicable.

(xvi) The company has not been registered under section 45-IA of the Reserve Bank of India Act, 1934 and as such, the requirements for comments as applicable to such companies is not required.

We have audited the internal financial controls over financial reporting of Associated Alochols & Breweries Limited ("the Company") as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

The Annexure referred to in paragraph 2(f) under "Report on other Legal and Regulatory Requirements" of our Independent Auditor''s Report of even date on the financial statements to the members of Associated Alcohols & Breweries Limited for the year ended 31st March 2017

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act")

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act , 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and Standards on Auditing, and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls , both applicable to an audit of Internal Financial Controls and , both issued by ICAI . Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that :

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For B. K. Agrawal & Co. For M.D. Agrawal & Co.

Chartered Accountants Chartered Accountants

Firm''s Reg. No. 314202E Firm''s Reg. No. 001177C

(CA B. K. Agrawal) (CA M.P. Agrawal)

Partner Partner

M. No. 51873 M.No. 016736

Place : Indore

Dated : 26th May, 2017


Mar 31, 2016

Independent Auditor''s Report

To the Members of Associated Alcohols & Breweries Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Associated Alcohols & Breweries Limited ("the Company), which comprise the Balance Sheet as at March 31, 2016, the Profit and Loss Statement, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE 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 and presentation 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 India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance 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 irregularities; 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 from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

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

While Conducting the Audit we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order 2015 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013, we give in the Annexure A, a statement on the matter specified in Para 3 and 4 of the order, to the extent applicable.

2. 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 purposes of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those 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 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 on March 31, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164 (2) of the Act.

f. in our opinion, the company has, in all material respects, an adequate internal financial controls, system over financial reporting and such internal financial control over financial reporting were operating effectively as at March 31, 2016 based on the internal control over financial reporting criteria established by the company.

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 as referred to in Note 27 I (B) to the financial statements.

(ii) the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts.

(iii) there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

The Annexure referred to in Independent Auditor''s Report to the members of the company on the financial statements for the year ended 31st March, 2016, we report that:

(i) In respect of its Fixed Assets:

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

(b) As explained to us these fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us and on the basis of our examination, the title deeds of immovable properties are held in the name of the company.

(ii) In respect of its inventory:

According to the information and explanation given to us, physical verification of the inventory has been conducted at reasonable interval by the management and discrepancies noticed were corrected on such physical verification during the year.

(iii) According to the information and explanation given to us, the company has not granted loans, secured or unsecured companies, firms, limited liability partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) According to the information and explanation given to us, the company has complied with the provision of section 185 and 186 of the companies act, 2013, as applicable, in respect of loans, investments, guarantees, and security.

(v) According to the information and explanation given to us the company has not accepted deposits to which provisions of Section 73 to 76 of the Companies Act, 2013 are applicable.

(vi) According to the information and explanation given to us, the central government has not prescribed maintenance of cost records under sub-section (1) Section 148 of the Companies Act, 2013.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, duty of Customs, duty of excise, Value Added Tax, cess and other statutory dues to the appropriate authorities and there were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, duty of Customs, duty of excise, Value Added Tax, cess and other statutory dues in arrears as at 31st March, 2016 for period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the dues of Income tax, Sales Tax, Service Tax, duty of Customs, duty of Excise, Value Added tax, have not been deposited as on 31st March, 2016 on account of dispute are as under.

Sr.

No.

Name of the Statute

Nature of dues

Amount

(Rs. in Lacs)

Forum where dispute is pending

1

Income Tax Act, 1961

Income Tax Demand - AY 2011-12

7.64

Commissioner of Income Tax (Appeals)

2

Income Tax Act, 1961

Income Tax Demand - AY 2012-13

6.28

Commissioner of Income Tax (Appeals)

3

Income Tax Act, 1961

Income Tax Demand - AY 2013-14

2.68

Commissioner of Income Tax (Appeals)

4

Entry Tax Act 2012-13

Entry Tax

74.35

MP Commercial Tax, Appellate Board, Bhopal

5

Central Sales Tax Act2006-07 Central Sales Tax

702.33

M.P. High Court

6

Central Sales Tax Act 2007-08

Central Sales Tax

311.36

M.P. High Court

7

Central Sales Tax Act 2008-09

Central Sales Tax

244.51

M.P. High Court

8

Central Sales Tax Act 2009-10

Central Sales Tax

177.41

M.P. High Court

9

Central Sales Tax Act2010-11

Central Sales Tax

214.75

M.P. High Court

10

Central Sales Tax Act2011-12

Central Sales Tax

232.31

M.P. High Court

11

Central Sales Tax Act2012-13

Central Sales Tax

206.54

M.P. High Court

12

Madhya Pradesh VAT Act 2012-13

M.P. VAT

93.38

M.P. High Court

13

Madhya Pradesh VAT Act 2013-14

M.P. VAT

271.55

Addl. Commissioner, Commercial Tax, Indore

14

Central Sales Tax Act 2013-14

Central Sales Tax

3.61

Addl. Commissioner, Commercial Tax, Indore

15

Entry Tax Act 2013-14

Entry Tax

0.77

Addl. Commissioner, Commercial Tax, Indore

16

The Madhya Pradesh Excise Act

State Excise Duty

6.63

Board of Revenue

17

The Madhya Pradesh Excise Act

State Excise Duty

262.40

M.P. High Court

18

The Madhya Pradesh Excise Act

State Excise Duty

334.95

Excise Commissioner, Gwalior

(viii)The company has not defaulted in repayment of loans or borrowing to a financial institution, bank, government or dues to debenture holders.

(ix) The company has not raised moneys by way of initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us, the Company has generally applied the term loans for the purpose for which the loans were obtained.

(x) We have not noticed or reported any fraud by the company or any fraud on the company by its officers or employees during the year.

(xi) The managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act.

(xii) The company has not been a Nidhi Company and as such, requirement for comments as applicable to Nidhi Company is not applicable.

(xiii) According to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards

(xiv) According to the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xv) According to the information and explanation given to us, the company has not entered into any non-cash transactions with directors or persons connected with him and the provisions of section 192 of Companies Act, 2013 are not applicable.

(xvi) The company has not been registered under section 45-IA of the Reserve Bank of India Act, 1934 and as such, the requirements for comments as applicable to such companies is not required.

For B. K. Agrawal & Co. For M.D. Agrawal & Co.

Chartered Accountants Chartered Accountants

Firm Registration No. 314202E Firm Registration No. 001177C

(CA B. K. Agrawal) (CA M.P. Agrawal)

PARTNER PARTNER

M. No.51873 M.No.16736

Place : Indore

Dated : 30th May, 2016


Mar 31, 2015

We have audited the accompanying standalone financial statements of Associated Alcohols & Breweries Limited ("the Company), which comprise the Balance Sheet as at March 31,2015, the Profit and Loss Statement, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE 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 these standalone 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 India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance 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 irregularities; 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 from material misstatement, whether due to fraud or error.

AUDITORS' RESPONSIBILITY

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

While Conducting the Audit we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for 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 the Company's directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2015, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order 2015 ("the Order”) issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013, we give in the Annexure a statement on the matter specified in Para 3 and 4 of the order, to the extent applicable.

2. 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 purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those 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 aforesaid standalone 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 on March 31,2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, 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, 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 as referred to in Note 29(I) (B) to the financial statements.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts.

(iii) The company has not transferred amount of ' 1,05,251/-, required to be transferred, to the Investor Education and Protection Fund during the year in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(Referred to in paragraph 1 under "Report on other Legal and Regulatory Requirements, section of our report on even date)

(i) (a) The Company has maintained proper records of fixed assets to show full particulars including quantitative details and

situation of fixed assets.

(b) As explained to us, physical verification of major fixed assets has been conducted by the management at appropriate intervals. In our opinion, the programme is reasonable having regard to the size of the company and the nature of the fixed assets. Further, in view of the above, the discrepancies, if any, between the books records and the physical verification has not been ascertained.

(ii) (a) The inventory of the company has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) 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 is maintaining proper records of the inventory. The discrepancies noticed on verification between physical inventories and book records have been properly dealt with in the books of accounts.

(iii) (a) The Company has not granted any loans to the parties listed in the register maintained under section 189 of the Companies Act,

2013, accordingly, clause III (a) and (b) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventories, fixed assets and with regard to the sale of goods and services. However, as per certain observations made in the report of internal auditor, the procedure of such internal control needs to be strengthened. We have not observed any continuing failure to correct major weakness in the internal control system.

(v) According to the information and explanation given to us the company has not accepted deposits to which provisions of Section 73 to 76 of the Companies Act, 2013 are applicable during the year.

(vi) Pursuant to Companies (Cost Records and Audit) Rules 2014 read with the Amendment Rules 2014 and as per Section 148 of the Companies Act, 2013, company is not subjected to maintenance of Cost Accounting Records.

(vii)(a) According to the information and explanation given to us and on basis of our examination of the books of accounts of the company, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other statutory dues with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable except for Service Tax of Rs. 2,773/- and Entry Tax of Rs. 11,51,270/-.

(b) According to the information and explanation given to us, dues of Sales Tax, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on 31st March, 2015 on account of any dispute are as under.

Amount Sr. Name of the Statute Nature of due s Rs. in No- Lacs)

1 Income Tax Act, 1961 Incometax 7.64

2 Income Tax Act, 1961 Income tax 6.28

3 Entry Tax Act 2008-09 Entry Tax 6.38

4 Entry Tax Act 2007-08 Entry Tax 8.18

5 Entry Tax Act 2012-13 Entry Tax 74.35

6 Central Sales Tax Act Central Sales Tax 702.33 2006-07

7 Cenral Sales Tax Act Central Sales Tax 311.36 2007-08

8 Cantral Sales Tax Act Central Sales Tax 244.51 2008-09

9 2(3C) centralSales Tax Act Central Sales Tax 177.41

10 Central Sales Tax Act Central Sales Tax 214.75

11 Central Sales Tax Act Central Sales Tax 232 31 2011-12

12 Central Sales Tax Act Central Sales Tax 206.54

13 madhya Pradesh VAT Act M.P. VAT 93.38

14 The Madhya Pradesh State Excise Duty 156.35

Excise Act

15 The Madhya Pradesh State Excise Duty 297.43 Excise Act

16 The Madhya Pradesh State Excise Duty 82.39 Excise Act

Sr. Name of the Statute Forum where dispute is pending No-

1 Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

2 Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

3 Entry Tax Act 2008-09 Appellate Board, Commercial Tax

4 Entry Tax Act 2007-08 Commercial Tax Appellate Board

5 Entry Tax Act 2012-13 Deputy Commissioner, Division -03, Indore

6 Central Sales Tax Act Deputy Commissioner, Division -03, 2006-07 Indore

7 Cenral Sales Tax Act Deputy Commissioner, Division -03, 2007-08 Indore

8 Cantral Sales Tax Act Deputy Commissioner, Division -03, 2008-09 Indore

9 2(3C) centralSales Tax Ac Deputy Commissioner, Division -03, Indoret

10 Central Sales Tax Act Deputy Commissioner, Division -03, Indore

11 Central Sales Tax Act Deputy Commissioner, Audit Wing - 02, 2011-12 Indore

12 Central Sales Tax Act Deputy Commissioner, Division -03, Indore

13 madhya Pradesh VAT Act Deputy Commissioner, Division -03, Indore

14 The Madhya Pradesh Board of Revenue

Excise Act

15 The Madhya Pradesh M.P. High Court

Excise Act

16 The Madhya Pradesh Excise Commissioner, Gwalior

Excise Act

(c) The Company has not transferred the amount of Rs. 1,05,251/- required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(viii) . The company has no accumulated losses at the year end. The company has not incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

(ix) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(x) According to the information and explanations given to us, the company has given guarantee aggregating to Rs. 32.00 Crores for Loans taken by a group company from a bank, and the guarantee has not been considered prima facie, prejudicial to the interest of the company.

(xi) In our opinion and according to the information and explanations given to us, the Company has generally applied the term loans for the purpose for which the loans were obtained.

(xii) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For B. K. Agrawal & Co. For M.D. Agrawal & Co. Chartered Accountants Chartered Accountants Firm Registration No. 314202E Firm Registration No. 001177C

(CA B. K. Agrawal) (CA M.P. Agrawal) PARTNER PARTNER M. No. 51873 M.No. 016736

Place : Indore Dated : 30th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Associated Alcohols & Breweries Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for 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 India including Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 ("the Act") read with the General Circular 15/ 2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the institute of Chartered accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

Opinion

In our opinion and the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act 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 March 31,2014;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date and

(c) in case of the Cash Flow Statement of the cash flows of the company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) order, 2003, as amended by the ''the Companies (Auditor''s Report)

(Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227 (3) of the Act, 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 those books.

c) The Balance Sheet, the Statement of Profit and Loss, 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 Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) On the basis of the written representations received from the directors as on March 31,2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of Section 274(I)(g) of the Act.

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

(b) As explained to us, these fixed assets have been physically verified by the management under the phased program of physical verification, which in our opinion is reasonable having regard to the size of the Company and the nature of its Assets. The frequency of verification is reasonable and no material discrepancies were noticed on such verification.

(c) As per the information and explanation given to us and on our enquiries the disposal of assets during the year were not substantial so as to have an impact on the operations of the company, or affect its going concern.

(ii) (a) The inventory of the company has been physically verified by the management during the year. In our opinion, the

frequency of verification is reasonable.

(b) 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 is maintaining proper records of the inventory. The discrepancies noticed on verification between physical inventories and book records have been properly dealt with in the books of accounts.

(iii) (a) The Company has not granted any loans to the parties listed in the register maintained under section 301 of the Act, accordingly, clause III (a) to (d) of the order is not applicable.

(b) The company has not taken any loans from the parties covered in the register maintained under section 301 of the Act, accordingly clause III (e) to (g) of the order is not applicable

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventories, fixed assets and with regard to the sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) According to the information and explanation given to us, there are no transactions made in pursuance of contracts or arrangements, that needs to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) According to the information and explanation given to us the company has not accepted deposits to which provisions of Section 58-A of the Companies Act, 1956 are applicable during the year.

(vii) The Company is having in-house internal audit system which commensurate with the size and nature of the company''s business.

(viii) Pursuant to Companies (Cost Accounting Records) Rules 2011 u/s 209 (1) (d) of the Companies Act, 1956, company is subjected to maintenance of Cost Accounting Records and the company is maintaining the relevant cost records. We have not however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanation given to us and on basis of our examination of the books of accounts of the

company, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other statutory dues with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable except for Work Contract Tax Rs.2,46,627/-, Wealth Tax Rs. 2,48,532/- and Fringe Benefit Tax Rs. 42,145/-. However the same has since been deposited.

(b) According to the information and explanation given to us, dues of Sales Tax, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on 31st March, 2014 on account of any dispute are as under.

Name of the Statute Nature of Amount Forum where dispute dues (Rsin Lacs) is pending Income Tax Act,1961 Income Tax 12.35 Commissioner Demand-AY of Income Tax 2011-12 (Appeals)

EntryTax Act2008-09 Entry Tax 6.38 Appellate Board, Commercial Tax

EntryTax Act2007-08 Entry Tax 8.18 Commercial Tax Appellate Board

The Madhya Pradesh Act State 161.61 Board of Revenue Excise Excise Duty

The Madhya Pradesh Act State 46.54 M.P. High Court Excise Excise Duty

(x) The company has no accumulated losses at the year end. The company has not incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us, the company has not granted Loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund company or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable to the company.

(xv) According to the information and explanations given to us, the company has given guarantee aggregating to Rs.32.00 Crores for Loans taken by a group company from a bank, and the guarantee has not been considered prima facie, prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, the Company has generally applied the term loans for the purpose for which the loans were obtained.

(xvii) On the basis of the information and explanation given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the Company, funds raised on short-term basis have not been used for long-term investment.

(xviii) 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.

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our Audit Report. Accordingly, the provisions of clause 4 (xix) of the Companies Act (Auditor''s Report) Order 2003 are not applicable to the Company.

(xx) During the period covered by our Audit Report, the Company has not raised any money by Public Issues.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For B. K. Agrawal & Co. For M.D. Agrawal & Co. Chartered Accountants Chartered Accountants Firm Registration No. 314202E Firm Registration No.001 177C

(CA B. K. Agrawal) (CA M.P. Agrawal) PARTNER PARTNER M. No. 51873 M.No. 016736

Place : Indore Dated : 30th July, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Associated Alcohols & Breweries Limited (the "Company"), which comprise the Balance Sheet as at March 31,2013, the Statement of Profit and loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for 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 India including Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the institute of Chartered accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

Opinion

In our opinion and the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act 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 March 31,2013;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date and

(c). in the case of the Cash Flow Statement of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227 (3) of the Act, 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 those books.

c. The Balance Sheet, the Statement of Profit and Loss, 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 Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in section 211 (3C) of the Act;

e. On the basis of the written representations received from the directors as on March 31, 2013, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of Section 274(l)(g) of the Act.

Annexure to Independent Auditor''s Report

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government and on the basis of such checks as were considered appropriate and according to the information and explanations given to us, we state that: -

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

(b) As explained to us, these fixed assets have been physically verified by the management under the phased programme of physical verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. The frequency of verification is reasonable, the company is in the process of compilation of the reports on physical verification and discrepancies if any, have not yet been identified.

(c) As per the information and explanation given to us and on our enquiries, the disposals of assets during the year were not substantial so as to have an impact on the operations of the company, or affect its status of going concern.

(ii) (a) The inventories have been physically verified by the management during the year. In ouropinion, the frequency of verification is reasonable.

(b) 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 is maintaining proper records of inventory, except for spent grain. The discrepancies noticed on verification between physical inventories and book record have been properly dealt with in the books of accounts.

(iii) (a) The Company has not granted any loans to the parties listed in the register maintained under section 301 of the Act, accordingly, clause III (a) to (d) of the order is not applicable.

(b) The company has not taken any loans from the parties covered in the register maintained under section 301 of the Act, accordingly clause III (e)to(g)oftheorderis not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are no adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. As there are not adequate internal control, we are unable to comment on weakness in internal control.

(v) (a) According to the information and explanation given to us, there are no transactions made in pursuance of contracts or arrangements, that needs to be entered into the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, there were no transactions to be entered in the register maintained under section 301 of the Companies Act, 1956.

(vi) According to the information and explanation given to us the company has not accepted deposits to which provisions of Section 58-A of the Companies Act, 1956 are applicable during the year. We have been informed that no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other courts or any other Tribunal.

(vii) The Company has no internal audit system. It needs to be implemented and to make it commensurate with the size and nature of the company''s business.

(viii) Pursuant to Companies (Cost Accounting Records) Rules 2011 u/s 209 (1) (d) of the Companies Act, 1956, company is subjected to maintenance of Cost Accounting Records and the company is maintaining the relevant cost records.

(ix) (a) According to the information and explanation given to us and on basis of our examination of the books of accounts of the company, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other statutory dues with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable except for Professional Tax of Rs. 42,064/-. However the same have since been deposited.

(b) According to the records of the company, dues of Sales-tax, Income-tax, Wealth-tax, Service tax, Custom duty, Excise duty/cess, which have not been deposited as on 31 st March 2013 on account of any dispute are given below:-

Sr. Name of the Nature of Amount Forum where No. Statute dues (Rs. in dispute is pending Lacs)

1 Income Tax Income Tax Commissioner of Income Act, 1961 Demand- 5.50 Tax (Appeals) AY 2007-08

2 Income Tax Fringe Dy. Commissioner of Act, 1961 Benefit Tax- 0.42 Income Tax Demand AY- 2007-08

3 Income Tax Income Tax Commissioner of Income Act, 1961 Demand- 70.04 Tax (Appeals) AY 2009-10

3 Entry Tax Act Entry Tax Additional Commissioner, 2008-09 9.29 Commercial Tax

4 Entry Tax Act Entry Tax 11.38 Commercial Tax Appellate 2007-08 Board

5 The Madhya State Excise Excise Commissioner, Pradesh Duty 348.53 Gwalior Excise Act

(x) The company has no accumulated losses at the year end. The company has not incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us, the company has not granted Loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund company or a nidhi/ mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable to the company.

(xiv) According to the information and explanations given to us, the company has given guarantee aggregating to Rs. 32.00 Crores for Loans taken by a company from a bank, and the guarantee has not been considered prima facie, prejudicial to the interest of the company.

(xv) In our opinion and according to the information and explanations given to us, the Company has generally applied the term loans for the purpose for which the loans were obtained.

(xvi) On the basis of the information and explanation given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the Company, funds raised on short-term basis have not been used for long-term investment.

(xvii) 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.

(xviii) According to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our Audit Report. Accordingly, the provisions of clause 4 (xix) of the Companies Act (Auditor''s Report) Order 2003 are not applicable to the Company.

(xix) During the period covered by our Audit Report, the Company has not raised any money by Public Issues.

(xx) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For B. K. Agrawal & Co. For M.D. Agrawal & Co.

Chartered Accountants Chartered Accountants

Firm Registration No. 314202E Firm Registration No. 001177C

(CAB. K.Agrawal) (CA M.P. Agrawal)

PARTNER PARTNER

M. No. 51873 M.No. 016736

Place: Indore

Dated :20th July, 2013


Mar 31, 2012

We have audited the attached Balance Sheet of M/s. Associated Alcohols & Breweries Limited as at 31st March, 2012 and the related Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. 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.

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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government and on the basis of such checks as were considered appropriate and according to the information and explanations given to us, we state that: -

(i) (a) The Company has not maintained proper records of fixed assets to show full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, these fixed assets have been physically verified by the management under the phased programme of physical verification, whLh in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. The frequency of verification is reasonable, the company is in the process of compilation of the reports on physical verification and discrepancies if any, have not yet been identified

(c) As per the information and explanation given to us and on our enquiries, the disposals of assets during the year were not substantial so as to have an impact on the operations of the company, or affect its status of going concern.

(ii) (a) The inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) 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 records of inventory maintained by the company need to be improved with respect to timeliness of entries and adjustments, location and reconciliation of stock at third party location and the priced store ledger. The discrepancies noticed on verification between physical inventories and book records have been properly dealt with in the books of accounts.

(ii) (a) The Company has not granted any loans to the parties listed in the register maintained under section 301 of the Act, accordingly, clause III (a) to (d) of the order is not applicable.

(b) The company has not taken any loans from the parties covered in the register maintained under section 301 of the Act, accordingly clause III (e)to(g)of the order is not applicable.

iii) In our opinion and according to the information and explanations given to us, there are no adequate internal control procedures commensurate with the size of the company and the nature of its business i.liu regard to purchases of inventory, fixed assets and with regard to the sale of goods. As there are not adequate internal control, we are unable to comment on weakness in internal control.

v) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register maintained under the said section.

(b) In our opinion and according to the information and explanations given to us, transactions were 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 in respect of the parties during the year have been made at the prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanation given to us the company has not accepted deposits to which provisions of Section 58-A of the Companies Act, 1956 are applicable during the year. We have been informed that no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other courts or any other Tribunal.

(vii) The Company has no internal audit system. It needs to be implemented and to make it commensurate with the size and nature of the Company's business.

(viii) Pursuant to Companies (Cost Accounting Records) Rules 2011 u/s 209 (1) (d) of the Companies Act, 1956, company is subjected to maintenance of Cost Accounting Records and the company is maintaining the relevant cost records.

(ix) (a) According to the information and explanation given to us and on basis of our examination of the books of accounts of the company, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other statutory dues with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 st March, 2012 for a period of more than six months from the date of becoming payable except for Excise Duty amounting to Rs. 1.75 lacs, Income Tax of Rs. 6.72 Lacs, Wealth Tax of Rs. 0.42 Lacs and Fringe Benefit Tax of Rs. 1.01 Lacs. However the same have since been deposited.

(b) According to the records of the company, dues of Sales-tax, Income-tax, Wealth-tax, Service tax, Custom duty, Excise duty/cess, which have not been deposited as on 31 st March 2012 on account of any dispute are given below:-

Sr. Name of the Nature of Amount Forum where No. Statute dues (Rs. in Lacs) dispute is pending

Income Tax Income Tax Commissioner of Income 1 Act, 1961 Demand-AY 2007-08 5.50 Tax (Appeals)

2 Income Tax Fringe Benefit Tax 0.42 Dy.Commissioner of Act, 1961 Demand-AY 2007-08 Income Tax

3 Entry Tax Entry Tax 9.29 Additional Commissioner, Act 2008-09 Commercial Tax

4 Entry Tax Act Entry Tax 11.38 Commercial Tax Appellate 2007-08 Board

(x) The company has no accumulated losses at the year end. The company has not incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us, the company has not granted Loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) in our opinion, the Company is not a chit fund company or a nidhi/ mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable to the company.

(xiv) According to the information and explanations given to us, the company has given guarantee aggregating to Rs. 31.00 Crores for Loans taken by a company from a bank, and the guarantee has not been considered prima facie, prejudicial to the interest of the company.

(xv) In our opinion and according to the information and explanations given to us, the Company has generally applied the term loans for the purpose for which the loans were obtained.

(xvi) On the basis of the information and explanation given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the Company, funds raised on short-term basis have not been used for long-term investment.

(xvii) 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.

(xviii) According to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our Audit Report. Accordingly, the provisions of clause 4 (xix) of the Companies Act (Auditor's Report) Order 2003 are not applicable to the Company.

(xix) During the period covered by our Audit Report, the Company has not raised any money by Public Issues.

(xx) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

Further to our above comments, we report that:

1. 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.

2. In ouropinion, proper books of accounts as required by the Companies Act, 1956 have been kept by the company so far as appears from our examination of those books.

3. The Balance Sheet, the Profit & Loss Account and the Cash Flow statement dealt with by this report are in agreement with the Books of Accounts.

4. In our opinion, Profit and Loss Account, the Balance Sheet and Cash Flow statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

5. Based on the written representation made by all the Directors of the Company as on 31 st March, 2012, we report that none of the Directors of the company is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Act.

6. In our opinion and to the best of information and according to the explanations given to us, annexed accounts read together with other notes on accounts given in Schedule XIV give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

a) In case of Balance Sheet of the state of affairs of the Company as at 31 st March, 2012, and

b) In case of Profit & Loss Account of the Profit of the Company for the year ended on that date.

c) In case of cash flow statement of the cash flows of the Company for the year ended on that date.

For B. K. Agrawal & Co. For M.D. Agrawal &Co.

Chartered Accountants Chartered Accountants

Firm Registration No. 314202E Firm Registration No. 001177C

(CA B. K. Agrawal) (CA M.P. Agrawal)

PARTNER PARTNER

M. No. 51873 M. No. 016736

Place: Indore

Dated: August 21st, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of M/s. Associated Alcohols & Breweries Limited as at 31 st March, 2011 and the related Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. 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.

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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government and on the basis of such checks as were considered appropriate and according to the information and explanations given to us, we state that: -

(i) (a) The Company has not maintained proper records of fixed assets to show full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, these fixed assets have been physically verified by the management under the phased programme of physical verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. The frequency of verification is reasonable, the company is in the process of compilation of the reports on physical verification and discrepancies if any, have not yet been identified.

(c) As per the information and explanation given to us and on our enquiries.the disposals of assets during the year were not substantial so as to have an impact on the operations of the company, or affect its status of going concern.

(ii) (a) The inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories (except for the stock of bottles of country Iiquorly ing with third parties which are considered on the basis of excise records), 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 is not maintaining any separate Stock Register. However, transaction-wise stock details are compiled for control over the stocks and necessary details are obtained from the custodians of stocks viz., excise records. Discrepancies noticed on verification have been properly dealt with.

(iii) (a) The Company has not granted any loans to the parties listed in the register maintained under section 301 of the Act, accordingly, clause III (a) to (d) of the order is not applicable.

(b) The company has not taken any loans from the parties covered in the register maintained under section 301 of the Act, accordingly clause III (e) to (g) of the order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are no adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. Except as stated above, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register maintained under the said section.

(b) In our opinion and according to the information and explanations given to us, no transactions were 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 in respect of any party during the year have been made at the prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanation given to us the company has not accepted deposits to which provisions of Section 58-Aof the Companies Act, 1956 are applicable during the year. We have been informed that no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other courts or any other Tribunal.

(vii)The Company has no internal audit system. It needs to be implemented formally and to make it commensurate with the size and nature of the Company's business.

(viii) As far as we are informed, the Central Government has not prescribed the maintenance of cost records by the company under section 209(1 )(d) of the Companies Act, 1956 forthe year ended on 31 -03-2011.

(ix) (a) According to the information and explanation given to us and on basis of our examination of the books of accounts of the company, the company has been generally regular in depositing undisputed statutory dues. Including Provident fund, Investors education and Protection fund, Employees' state Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities except Service Tax. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date of becoming payable except the Service Tax Amounting to Rs. 4.76 Lacs. However the same has been deposited by 25th August, 2011.

(b) According to the records of the company, dues of Sales-tax, Income-tax, Wealth-tax, Service tax, Custom duty, Excise duty/cess, which have not been deposited as on 31 st March 2011 on account of any dispute are given below:-

Sr.Name of the Statue Nature of Amount Forum where No. dues Rs. in Lacs dispute is pending

Income Tax Income Tax . Commissioner of 1 Act, 1961 Demand -AY 5.50 Income Tax 2007-08 (Appeals) XII- Kolkata

Income Tax Fringe Benefit 0.42 Dy. Commissioner 2 Act, 1961 Demand -AY income Tax 2007-08 Circle XII - Kolkata.

3 Entry Tax 9.29 Additional Act 2008-09 Entry Tax Commissioner, Commercial Tax, Indore

Entry Tax Act Deputy 4 2005-06 Entry Tax 16.62 Commissioner, Commercial Tax Appeals, Indore

(x) The company has no accumulated losses at the year end. The company has not incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us, the company has not granted Loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund company or a nidhi/ mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) According to the information given to us the company has maintained proper records of transactions and contracts in respect of its dealing in shares, securities, Debentures and Other Investments and timely entries have been made their in. All the shares, securities, debentures and investments have been held by the company in its own name.

(xv) According to the information and explanations given to us, the company has given guarantee aggregating to Rs. 31.00 Crores for Loans taken by a group company from a bank, and the guarantee have not been considered prima facie, prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, the Company has generally applied the term loans for the purpose for which the loans were obtained.

(xvii) On the basis of the information and explanation given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the Company, funds raised on short-term basis have not been used for long-term investment.

(xviii) 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.

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our Audit Report. Accordingly, the provisions of clause 4 (xix) of the Companies Act (Auditor's Report) Order 2003 are not applicable to the Company.

(xx) During the period covered by our Audit Report, the Company has not raised any money by Public Issues.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

Further to our above comments, we report that:

1. We have obtained ail the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

2. In our opinion, proper books of accounts as required by the Companies Act, 1956 have been kept by the company so far as appears from our examination of those books.

3. The Balance Sheet, the Profit & Loss Account and the Cash Flow statement dealt with by this report are in agreement with the Books of Accounts.

4. In our opinion, Profit and Loss Account, the Balance Sheet and Cash Flow statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

5. Based on the written representation made by all the Directors of the Company as on 31st March, 2011, we report that none of the Directors of the company is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Act.

6. In our opinion and to the best of information and according to the explanations given to us, annexed accounts read together with other notes on accounts given in Schedule XIV give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

a) In case of Balance Sheet of the state of affairs of the Company as at 31st March, 2011, and

b) In case of Profits Loss Account of the Profit of the Company for the year ended on that date.

c) I n case of cash flow statement of the cash flows of the Company for the year ended on that date.

For B. K. Agrawal & Co. For M.D. Agrawal & Co.

Chartered Accountants Chartered Accountants Firm Registration No. 314202E Firm Registration No. 001177C

(CA B. K. Agrawal) (CA M.P. Agrawal)

PARTNER PARTNER M. No. 51873 M. No. 016736

Place: Indore Dated : August 29, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of M/s. Associated Alcohols & Breweries Limited as at 31st March, 2010 and the related Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. 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.

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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government and on the basis of such checks as were considered appropriate and according to the information and explanations given to us, we state that: -

(i) (a) The Company has not maintained proper records of fixed assets to show full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, these fixed assets have been physically verified by the management under the phased programme of physical verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. The frequency of verification is reasonable, the company is the process of compilation of the reports on physical verification and discrepancies if any, have not yet been identified.

(c) As per the information and explanation given to us on our enquiries the disposals of assets during the year were not substantial so as to have an impact on the operations of the company, or affect its status of going concern.

(ii) (a) The inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories (except for the stock of bottles of country liquor lying with third parties which are considered on the basis of Excise records), 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 is not maintaining any separate Stock Register. However, transaction-wise stock details are compiled for control over the stocks and necessary details are obtained from the custodians of stocks viz., excise records. Discrepancies noticed on verification have been properly dealt with.

(iii) (a) The Company has not granted any loans to the parties listed in the register maintained under section 301 of the Act, accordingly, clause III (a) to (d) of the order is not applicable.

(b) The company has taken unsecured loans from one party covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was 0.81 Lacs and the same was repaid during the year.

(c) In our opinion the rate of interest and other terms and conditions on which loans have been taken from the parties listed in the registers maintained under Section 301 of the Act, are not prima facie, prejudicial to the interest of the company.

(d) Since there has been no express stipulation regarding repayment of principal and interest amount in relation to loans taken, we are unable to make comment about their regularity and over due amount if any.

(iv) In our opinion and according to the information and explanations given to us, there are no adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. Except as stated above, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register maintained under the said section.

(b) In our opinion and according to the information and explanations given to us, no 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 in respect of any party during the year.

(vi) According to the information and explanation given to us the company has accepted deposits aggregating to Rs.45.00 lacs to which provisions of Section 58-A of the Companies Act, 1956 are applicable during the year. Requisite statement in lieu of Advertisement before accepting such deposit is yet to be filed before the appropriate authorities. As explained to us, such deposits have since been repaid by the company. We have been informed that no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other courts or any other Tribunal.

(vii) The Company has no internal audit system. It needs to be implemented formally and to make it commensurate with the size and nature of the Companys business.

(viii) As far as we are informed, the Central Government has not prescribed the maintenance of cost records by the company under section 209(1 )(d) of the Companies Act, 1956 for the year ended on 31-03-2010.

(ix) (a) According to the information and explanation given to us and on basis of our examination of the books of accounts of the company, the company has been generally regular in depositing undisputed statutory dues. Excise duties and other statutory liabilities with appropriate authorities except Provident Fund and Employees State Insurance. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 st March, 2010 for a period of more than six months from the date of becoming payable.

(b) According to the records of the company, no dues of Sales-tax, Income-tax, Wealth-tax, Service tax, Custom duty, Excise duty/cess, which have not been deposited as on 31 st March 2010 on account of any dispute are given below:-

Sr. No. Name of the Statute Nature of dues Amount Forum where dispute is pending (in lacs)

1 Income Tax Act, 1961 Income Tax Demand - AY 2007-08 5.50 Commissioner of Income Tax (Appeals) XII- Kolkata

2 Income Tax Act, 1961 Fringe Benefit Tax - Demand AY- 2007-08 0.42 Dy. Commissioner of Income Tax, Circle XII-Kolkata.

(x) The company has no accumulated losses at the year end. The company has not incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us, the company has not granted Loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund company or a nidhi/ mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

(xv) According to the information and explanations given to us, the company has given guarantee aggregating to Rs.25.50 Crores for Loans taken by a group company from a bank, and the guarantee have not been considered prima facie, prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, the Company has generally applied the term loans for the purpose for which the loans were obtained.

(xvii) On the basis of the information and explanation given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the Company, funds raised on short-term basis have not been used for long-term investment.

(xviii) 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.

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our Audit Report. Accordingly, the provisions of clause 4 (xix) of the Companies Act (Auditors Report) Order 2003 are not applicable to the Company.

(xx) During the period covered by our Audit Report, the Company has not raised any money by Public Issues.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

Further to our above comments, we report that:

1. 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.

2. In our opinion, proper books of accounts as required by the Companies Act, 1956 have been kept by the company so far as appears from our examination of those books.

3. The Balance Sheet, the Profit & Loss Account and the Cash Flow statement dealt with by this report are in agreement with the Books of Accounts.

4. In our opinion, Profit and Loss Account, the Balance Sheet and Cash Flow statement dealt with by this report comply, with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

5. Based on the written representation made by all the Directors of the Company as on 31 st March, 2010, we report that none of the Directors of the company is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Act.

6. In our opinion and to the best of information and according to the explanations given to us, annexed accounts read together with other notes on accounts given in Schedule XIV give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

a) In case of Balance Sheet of the state of affairs of the Company as at 31 st March, 2010, and

b) In case of Profit & Loss Account of the Profit of the Company for the year ended on that date.

c) In case of cash flow statement of the cash flows of the Company for the year ended on that date.



FOR B.K.AGRAWAL & CO. FOR M.D.AGRAWAL & CO.

Chartered Accountants Chartered Accountants

(CA B. K. Agrawal) (CA M. P. Agrawal)

Partner Partner

M. No. : 51873 M. No. : 016736

FRN : 314202E FRN : 001177C

Place: Indore

Dated :27th August, 2010

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