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Auditor Report of Binny Ltd.

Mar 31, 2023

INDEPENDENT AUDITORS'' REPORT

To

The Members of Binny Limited

Report on the Audit of the StandaloneFinancial Statements
Qualified Opinion

We have audited the accompanyingStandalonelnd AS Financial Statements of BINNY Limited ("the Company"), which
comprise theStandalone Balance Sheet as at 31 March 2023, the Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows
for the year then ended and notes to the Ind AS financial statements, including a summary of the significant accounting
policies and other explanatoryinformation (hereinafter referred to as "Ind AS Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind
ASStandalone FinancialStatementsgive the information required by the Companies Act, 2013, as amended("the Act")
in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed
under section 1 33 of the Act read with the Companies (Indian Accounting Standards) Rules, 201 5, as amended, ("Ind
AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,
2023, and its profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date
except for the effects of the matters described in the Basis of Qualified Opinion section of our report.

Basis for QualifiedOpinion

1. The 62 KLPD Distillery Unit has to be taken over by the Company with effect from 09.10.2021 as an on-going
concern basis, in pursuance to the Scheme approved by the Shareholders in their EGM dated 09.10.2021. The
Operational results of the Distillery Division for the period from 09.10.2021 to 31.03.2023 was arrived at Rs
603.96 Lakhs. The assets and liabilities of the Distillery Unit was transferred to the Company as on 1 5.02.2023. The
profit for the period from 09.10.2021 to 15.02.2023 was provisionally arrived at Rs 765.00 Lakhs and transferred
from the Related Party to the Company which is Provisional and the relevant accounting entries are not verified by
us. The consequential impact on account of the above is not ascertained.

2. As approved by the Share holders in the EGM dated 09.10.2021, for settlement of the advances recoverable
from MBDL, the Company has to acquire / take over certain business and immovable properties of MBDL. The
Company has entered into RegisteredSaleagreementsalongwith Registered General Power of Attorney with right
to sell, receive entire sale consideration and appropriate for its own, with MBDL for transfer of certain assets in
pursuance of the Scheme approved by the Shareholders.On enquiry with the management, it was clarified that it
is the industry practice of transferring land prevailing in Tamil Nadu and legal opinion has been obtained in this
regard, howeverWe are of the opinion thatincluding the said land under inventory is not correct as per Generally
Accepted Accounting Principles.

3 The company did not obtain/receive balance confirmation from many vendors/parties including loans and advances
other than related parties for the balances as on 31st March, 2023. We could not obtain external confirmations as
required in SA-505 Standards on Auditing and are unable to comment on adjustments or disclosures if any that may
arise.

4 Transfer of properties at Ozhalur & Irukkandrampally is yet to be implemented as per the scheme approved by Share
holderson09.1 0.2021. The Management clarified that the process of the transfer of the properties is possible only
after the transfer of License since the said land is adjacent to the Distillery. Hence the respective sale consideration
of Rs. 16200 Lakhsarebeing shown as "Outstanding" from Mohan Breweries & Distilleries Limited (MBDL) as on
31.03.2023.

5 Rs. 4539.05 lacsis the amount of outstanding in Trade/project advances to various parties for a period exceeding
five years for which no provision has been made, since the Management is confident about the recovery. We are
unable to comment on the recoverability of these Advances.

6 A difference of Rs. 290.73 Lakhs between Cash balance as per Books Rs.290.77 Lakhs and Physical cash of Rs.

0.04 Lakhs as on 31.03.2023 as reported by the Internal Auditors of the Company was observed. On enquiry,
Management expressed that the differential amount was given as advances, but for which details like parties to
advances, nature of advances, terms and conditions were not provided . The consequential impact on account of
the above is not ascertained.

7 Noncompliance of Ind AS 1 8 with regards to accounting of receipts from sale under the head Revenue received in
advance Rs. 2258.65 Lakhs for the Sales booked through sale agreement betweenthe Company and M/s Sanklecha
Infra Projects Private Ltd which is not taken as revenue since the title to the property (Land) has not been transferred
from the Company. On enquiry, it was noted that though the title to the land is not transferred, Sankhlecha Infra
Projects Private Ltd has taken possession of the land and completed the construction activities thereon without
payment of the balance amount of Rs 1912.00 Lakhs as per the Sale Agreement between the Company and
Sankhlecha Infra Projects Private Ltd. However, the management clarified that the land will be registered on receipt
of balance payment.

8 We are unable to obtain sufficient appropriate audit evidence regarding revenue from the Shriram Universal
schoolagainst which 40% share has to be received by the Company as part of the JDA with SPR Constructions
Private Limited, school being operational whereas no revenue is booked in the financials. The possible effects of
the inability to obtain sufficient appropriate audit evidence are deemed to be material but not pervasive.

9 While the Outstanding Borrowings from SPR Management Services Pvt Ltd (JMFL) as on 31.03.2023 is Rs 248.04
Lakhs, as per the balance confirmation received from SPR Constructions Pvt Ltd, the Outstanding amount is Rs
927.80 Lakhs (Rs 903.28 Lakhs towards Principal and Rs 24.52 Lakhs towards Interest). The repayment of principal
and interest has been accounted as per loan sanction letters.

In the absence of correct statement of accounts as on 31.03.2023 from SPR Management Services Pvt Ltd, the
consequential effect on the Financials of the Company is not ascertained.

Whereas, in case ofSPR Constructions Pvt Ltd(Altico Capital India Ltd/SSG Advisors), the Outstanding Borrowings
as on 31.03.2023 is Rs 1666.73 Lakhs which is not confirmed by SPR Constructions Pvt Ltd.The repayment of
principal and interest has been accounted as per loan sanction letters.

In the absence of correct statement of accounts and confirmation of outstanding borrowings as on 31.03.2023 from
SPR Construction Pvt Ltd, the consequential effect on the Financials of the Company is not ascertained.

10 Vide clause No. 12 ofthe Joint Development Agreement with SPR Construction Pvt Ltd., the minimum sale price
is fixed periodically. However, we have observed that in some cases, sale deeds have been registered without
adhering to the sale price strategy. Consequential impact on the revenue from operation is not ascertained.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) ofthe
Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the Financial Statementsunder the provisions of the Act and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified
opinion on the Ind AS Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the Financial Statements of the current period. These matters were addressed in the context of our audit of the
Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. In addition to the matter described inthe ''Basis for Qualified Opinion'' section we have determined
the matters described belowto be the key audit matters to be communicated in our report.For each matter below,
description of how our audit addressed the matter is provided in that context. We have determined the matters
described below to be the key audit matters to be communicated in our report.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

1. Wealth Tax paid under protest Rs. 4.05 crores is Outstanding under Other Current Assets from 201 5, the details of
the respective cases and their current status are not provided.

2. As per the information and explanation provided by company, an amount of Rs. 21 62.59 lacs have been incurred
by M/s. SPR Infrastructure Pvt Ltd towards Govt infra & Shelter fund charges, Govt, water and TNEB charges and
Documentation charges for the registered units upto 31-3-2023. Out of which 40% of amount i.e. 865.06 lacs has
been taken into books of the company as the company''s share of common expenses vide JDA clause No. 4.2.

Our opinion is not modified in respect of these matters.

Information Other than the Financial Statements and Auditor''s Report thereon

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

Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.

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

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

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 1 34(5) of the Act, with respect to the
preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial

performance including other comprehensive income, cash flows and changes in equity of the Company in accordance
with the Indian Accounting Standards (IndAS) prescribed under section 1 33 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 201 5, as amended, and other accounting principles generally accepted in India

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate 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.

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

The Board of Directors isalso responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Financial Statements

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:

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

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

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

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be

thought to bear on our independence, and where applicable, related safeguards.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020("the Order") issued by the Central Government

in terms of Section 143(1 1) of the Act, and on the basis of such checks of the books and records of the

Company as we considered appropriate and according to the information and explanations given to us, we

give in "Annexure 1 " a statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. As required by Section 1 43(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) Except for the matter described in the Basis for Qualified Opinion paragraphs 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 Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement
with the books of account.

(d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph abovein our
opinion, the aforesaid Financial Statementscomply with the Indian Accounting Standards prescribed
under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as
amended.

(e) On the basis of the written representations received from the directors as on 31st March 2023, taken on
record by the Board of Directors, none of the directors is disqualified as on 31sl March 2023 from being
appointed as a director in terms of Section 1 64(2) of the Act.

(f) With respect to the adequacy of the Internal Financial Controls with reference to Standalone Financial
Statementsof the Company and the operating effectiveness of such controls, refer to our separate report
in "Annexure 2".

(g) With respect to the other matters to be included in the Auditor''s report in accordance with the requirement of
section 1 97(1 6) of the Act, as amended:

In our opinion and to the best of our information and according to explanation givento us, remuneration paid
or payable by the company to the directors during the year is in accordance with the section 1 97 of the Act.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 1 1 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:

a. The Company has disclosed the impact of pending litigations on its financial position in its Financial
Statements. Refer Note No. 37.1 to the Financial Statements;

b. The Company did not have any longterm contracts including derivative contracts for which there
were any material foreseeable losses.

c. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the company.

i. The management has represented that, to the best of its knowledge and belief, no funds have
been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other persons or entities, including foreign
entities ("Intermediates") with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall:

• Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
("Ultimate Beneficiaries") by or on behalf of the Company or

• Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

ii. The management has represented, that, to the best of its knowledge and belief, no funds have been
received by the Company from any persons or entities, including foreign entities ("Funding Parties"),
with the understanding, whether recorded in writing or otherwise, that the Company shall:

• Directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or

• Provide any guarantee, security or the like form or on behalf of the Ultimate Beneficiaries; and

iii. Based on such audit procedures as considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub¬
clause (d) (i) and (d)(ii) contain any material mis-statement.

(I) No Dividend has been declared or paid during the year by the Company.

For Sagar & Associates,
Chartered Accountants
Firm''s Registration No. 00351 OS

D. MANOHAR

Partner

Place: Chennai Membership No.: 029644

Date : Nov 29, 2023 UDIN: 23029644BGUDNK3047


Mar 31, 2021

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying Standalone Financial Statements of BINNY Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and its profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.

Key Audit Matter

How our audit addressed the Key Audit Matter

1.

Revenue recognition:

Revenue from real estate projects is recognized upon transfer of control and ownership of such real estate/ property, as per the terms of the contracts entered into with buyers, which generally coincides with the firming of the sales contracts/ agreements/ other legally enforceable documents. Pending recognition of revenue, the advance amounting to Rs 22542.29 Lakhs is kept under Project advance- Revenue received in advance.

We identified this as a key audit matter because though the sale considerations are being received from the customers based on the Payment Schedule annexed to the Construction Agreement entered with the Customers, these amounts will be shown under Project Advance until registration of sale deeds.

(Refer Note No. 2.5 to the Financial Statements, on Revenue Recognition)

Our audit procedures included, among others:

a. Review of Joint Development Agreement between the Company (Owner) and M/s SPR Construction Private Limited (Developer)

b. Review of Special Audit Report in respect of collection of sale proceeds from SPR Construction Private Limited.

c. Disclosures made in the Notes to accounts.

d. Management representation on the Accounting Policy on Revenue recognition and the accounting of the project advances received from the Developer.

Based on the above procedures performed, we observed that the Company''s Policy on Revenue recognition and accounting of Project advances received is adequate and reasonable.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

a) Note No. 36.4 to the financial statements with regard to the Income Tax, Wealth Tax and Service Tax demands disputed before respective authorities, which describes the uncertainty related to the outcome of the appeals filed against the Orders of the Authorities

b) Notes No. 36.8, 36.9 & 36.10 to the financial statements with regard to the advances of Rs 38335.1 3 lakhs to a related party for purchase of land and wind mill for which the company is in the process of recovering the advances along with interest thereon by acquiring / taking over certain assets of the related party, subject to the approval of the share holders.

c) Note No. 6 to the Financial Statements regarding the Non current Trade advances given to various parties for purchase of land, textile goods and other items. Subject to approval of the Shareholders, Board of Directors have approved redemption of preference shares held by a related party against assignment/transfer of a major part of these non current trade advances.

d) Note No. 34 to the Financial Statements regarding the Management''s assessment of the impact of Covid-19 on the Company''s business and to certain level on liquidity but the Management do not forsee any material impact on liquidity position.

Our opinion is not modified in respect of these matters.

Information Other than the Financial Statements and Auditor''s Report thereon

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

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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

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

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 Act, with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind-AS) prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate 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.

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

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Financial Statements

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

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

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

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

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

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 in terms of Section 143(11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the said Order.

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 Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow 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 Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

(e) On the basis of the written representations received from the directors as on 31st March 2021, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2021 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 with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure 2".

(g) With respect to the other matters to be included in the Auditor''s in the Auditor''s report in accordance with the requirement of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to explanation given to us, remuneration paid or

payable by the company to the directors during the year is in accordance with the section 197 of the Act.

(h) 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 Standalone Financial Statements. Refer Note No. 37.1 to the Standalone Financial Statements;

II. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

III. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

For Sagar & Associates, Chartered Accountants Firm''s Registration No. 003510S

D. MANOHAR

Partner

Place: Chennai Membership No.: 029644

Date : September 24, 2021 UDIN: 21029644AAAACJ1610


Mar 31, 2018

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of BINNY LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Ind AS 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 Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended .

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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. In conducting our 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 thereunderand the Order issued under section 143 (11) of the Act.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS 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 the 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 Ind AS 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 31st March, 2018 and its profit, total comprehensive income, its cash flows and changes in equity for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the Ind AS financial statements:

a) Note No. 39.4 to the Ind AS financial statements with regard to the Income Tax, Wealth Tax and Service Tax demands disputed before respective authorities, which describes the uncertainty related to the outcome of the appeals filed against the Orders of the Authorities

b) Note No. 39.10 to the Ind AS financial statements with regard to the advance to related party for purchase of land for which the members of the Company have not approved the resolution. The Company has called back the advance and the advance for purchase of land is pending for recovery. However, interest has been charged on the advance.

c) Note no.39.11 to the Ind AS financial statements with regard to the advance to related party for purchase of Wind Mill. The company has cancelled the contract and recalled the advance paid and this amount is pending for recovery. However, interest has been charged on the advance.

d) Note no. 39.12 to the Ind AS financial statements with regard to the advances to related party for purchase of land for which the members of the Company have also approved the resolution. The Company is in the process of completion of registration formalities.

Our opinion is not modified in respect of these matters.

Other Matters

The comparative financial information of the Company for the year ended 31 March 2017 and the transition date opening balance sheet as at 1 April 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by us, whose audit report for the year ended 31 March 2017 dated 23 October 2017 expressed an unmodified opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of above matter.

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 sub-section (11) of Section 143 of the Act, we give in Annexure-A statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, based on our audit 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 Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and the Statement of changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

(e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 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, as amended, 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 the Ind AS financial statements in the Note No: 39.4.

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

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

(Referred to in paragraph 1 under "Report on Other Legal and Regulatory requirements" section of our report of even date to the members of BINNY LIMITED on the accounts for the year ended 31 March 2018)

(i) In terms of the information and explanations sought by us and given by the Company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that

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

(b) The company has physically verified the fixed assets at reasonable intervals and there are no material discrepancies noticed on such verification.

(c) The title deeds of all the immovable properties are held in the name of the Company.

(ii) The company holds inventory of Lands as "Stock in trade. This inventory has been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such physical verification.

(iii) During the year, Company has not granted any loans, secured or unsecured to any companies, firms, limited liability partnership or other parties covered in the register maintained under Section 189 of the Act, Outstanding loan amount of Rs 31.33 Lakhs is due from one of the party covered in the register maintained under Section 189 of the Act. As there are no loan agreements or mutually agreed letter of arrangement, we have been informed that the loan is repayable on demand and there is no stipulation on payment of interest.

(iv) The Company has complied with the provisions of Section 185 and 186 of the Act in respect of loans advanced, securities and guarantees given.

(v) The Company has not accepted deposits from the public during this year. As such, the directives issued by the Reserve Bank of India, the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under are not applicable to the Company.

(vi) The maintenance of cost records has not been prescribed by the Central Government under sub section (1) of Section 148 of the Act and hence the provision of clause 3 (vi) of the Companies (Auditors'' Report) Order, 2016 are not applicable to the Company for the year under audit.

(vii) (a) The Company is depositing, with delays in few instances, undisputed statutory dues including provident fund, Employee state insurance, income tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess, wherever applicable. The statutory dues outstanding as on 31st March 2018 for a period of more than six months from the date they become payable is given below:

Nature of Dues

Amount (Rs in Lakhs)

Period to which the amount relates

Property tax

0.19

From F Y 2016-17

Water tax

1.11

From F Y 2016-17

TN VAT

5.35

July 2015

(b) According to information and explanations given to us, the gross disputed statutory dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax which have not been deposited on account of dispute are as under:

Nature of Statute

Nature of Dues

Amount (Rs in Lakhs)

Period to which the amount relates

Forum where dispute is pending

Income tax act

Income tax

19.21

AY-2008-09

AO & High court, Chennai

Income tax Act

Income Tax

0.59

AY 2010-11

ITAT, chennai

Wealth tax act

Wealth Tax

574.73

AY-2011-12 to 2014-15

CWT-A, Chennai

Service Tax Act

Penalty

34.34

FY 2009-10

CESTAT, Chennai

Income Tax Act

Income Tax

82.53

AY- 2014-2015

CIT (A) chennai

Income Tax Act

Income Tax

710.36

AY- 2015-2016

CIT (A) Chennai

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments). According to the information and explanations given to us, the money raised by the Company by way of term loans have been applied for the purpose for which they were obtained.

(x) According to the information and explanations given to us and as represented by the Management and based on our examination of the books and records of the Company and in accordance with generally accepted auditing practices in India, no case of frauds by the Company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) The company has provided managerial remuneration in accordance with the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) The provisions of clause 3 (xii) of the Order, for Nidhi Company, are not applicable to the Company.

(xiii) The Company has complied with the provisions of Section 177 and 188 of the Act for transactions with the related parties, wherever applicable. Details of the transactions with the related parties have been disclosed in the Ind AS financial statements as required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, provisions of clause 3 (xiv) of the Order are not applicable to the Company.

(xv) The Company has not entered into any non-cash transactions with the directors or persons connected with them as covered under Section 192 of the Act.

(xvi) According to information and explanation given to us, the Company is not required to be registered u/s 45-IA of Reserve Bank of India Act, 1934. Accordingly, provision of clause 3(xvi) of the Order is not applicable to the Company.

(Referred to in paragraph 2 (f) under "Report on Other Legal and Regulatory requirements" section of our report of even date to the members of BINNY LIMITED on the accounts for the year ended 31 March 2018)

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

We have audited the internal financial controls over financial reporting of Binny Limited ("the Company") as of 31 March 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

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 Act.

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 the Standards on Auditing, issued by the Institute of Chartered Accountants of India and prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. 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 control system over financial reporting and their operating effectiveness. Our audit of internal financial control over financial reporting included obtaining an understanding of internal financial control 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 Company''s 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 controls 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, to the best of our information and according to the explanations given, 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 31 March 2018, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Sagar & Associates,

Chartered Accountants

Firm''s Registration No. 003510 S)

D. MANOHAR

Place: Chennai Partner

Date: May 28, 2018 Membership No.: 029644


Mar 31, 2016

To

The Shareholders of Binny Limited, Chennai

Report on the Financial Statements

We have audited the accompanying financial statements of Binny Limited (herein after referred to "the Company") which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Financial Statements). 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 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, as amended. 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; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our 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 Act. Those Standards require that we comply with the 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 the disclosure in the financial statements. These procedures selected depend on the auditor''s judgment, including the assessment of the risk 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Board of Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us 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 31st March, 2016, and their Loss, and its cash flows for the year ended on that date.

Emphasis of Matter

We draw the attention to (a) the Note No.24.5 with regard to the Income Tax, Wealth Tax and Service Tax demands disputed before respective authorities, which describes the uncertainty related to the outcome of the Appeals filed against the Orders of the Authorities; and (b) the Note No.24.14 with regard to the advances to related party for purchase of land for which the members of the company have not approved the resolution. The company has called back the advances and these advances for purchases land are pending for recovery. Our opinion is not modified in respect of these matters. 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 sub-section (11) of Section 143 of the Act, we give in the Annexure-A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. in our opinion, proper books of account as required by law have been kept by the Company so far as 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 relevant 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, as amended.

e. on the basis of written representation received from the Directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors of the Company is disqualified as on 31st March, 2016, 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 the financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure-B; and

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 Auditor''s) Rules, 2014, as amended, 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 statements - Refer Note: 24.5 to the financial statements

ii) The Company did not have long term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements in our Independent Auditors'' Report of even date)

1. In terms of the information and explanations sought by us and given by the Company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

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

b. The company has physically verified the fixed assets at reasonable intervals and there are no discrepancies noticed on such verification.

c. The title deeds of immovable properties are held in the name of the company.

2. The company holds inventory of Land. The physical verification of the lands was conducted at reasonable intervals by the management and there is no material discrepancies noticed on such verification.

3. During the year the company has not granted secured or unsecured loans to the parties covered in the register maintained under section 189 of the Act. The outstanding loans Rs.31.84 lakhs is due from one party. It is represented that these loans are repayable on demand. The other clauses regarding repayment of principal, interest and overdue are not applicable.

4. The company has complied with the provisions of section 185 and 186 of the Companies Act in respect of securities and guarantees given.

5. The Company has not accepted deposits from public during this year. Therefore the provision of clause 3 (v) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.

6. The maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of Section 148 of the Act and hence provision of clause 3 (vi) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit..

7. a. The Company is depositing, with delays, undisputed statutory dues with appropriate authorities, like Provident Fund, Employee''s State insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Value Added Tax, Cess, wherever applicable. The following are the details of arrears of outstanding dues as at 31st March, 2016 for a period of more than six months from the date they become payable.

Nature of dues

Amount (Rs.in lakhs)

Period to which the amount relates

Property Tax

0.92

Till September, 2015

Water Tax

2.72

Till September, 2015

Income Tax TDS

12.69

April 15 to Sep 15

TNVAT

5.35

July 2015

b. The details of disputed Income Tax, Wealth Tax, Service Tax, which have not been deposited on account of dispute are as under:

Nature of Statue

Nature of dues

Amount (Rs. In lakhs)

Period to which the amount relates

Forum where dispute is pending

Income Tax Act

Income Tax

19.21

AY 2008-09

AO and High Court, Chennai

Income Tax Act

Income Tax

11464.23

AY 2010-11

AO - for giving effect order of CIT-A, Chennai

Wealth Tax Act

Wealth Tax

574.73

AY 2011-12 to 2014-15

CWT-A, Chennai

Service Tax Act

Penalty

34.34

FY 2009-10

CCE-A, Chennai

8. The company has not defaulted in repayment of loans or borrowings from financial institutions, bank or government or debenture holders and hence the provision of clause 3 (viii) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.

9. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). The term loans obtained were applied for the purpose for which those were raised.

10. There are no fraud by the company or any fraud on the company by its officers or employees and hence the provision of clause 3 (x) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.

11. The company has provided managerial remuneration in accordance with the provisions of section 197 read with Schedule V to the Companies Act.

12. The company is not a Nidhi company and hence the provision of clause 3 (xii) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.

13. The transactions with the related parties are in compliance with section 177 and 188 of the

Act wherever applicable and the details have been disclosed in the financial statements as required by the applicable accounting standards.

14. The company has not made any preferential allotment of shares or private placement of shares or convertible debentures during the year and hence the provision of clause 3 (xiv) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.

15. The company is not entered into any non-cash transactions with directors or persons connected with them and hence the provision of clause 3 (xv) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.

16. The company is not required to be registered under section 45-IA of Reserve Bank of India Act, 1934 and hence the provision of clause 3 (xvi) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") (Referred to in paragraph 2(f) of Report on Other Legal and Regulatory Requirements in our Independent Auditors'' Report of even date)

We have audited the internal financial controls over financial reporting of Binny Limited ("the Company") as on 31 March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

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 the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the 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 Company''s 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.

Qualified Opinion

According to the information and explanations given to us and based on our audit, the following weakness has been identified as at 31st March, 2016. "The Companies internal control system for advance given for purchase of land, which could potentially result in existence of uncertainty that may cast significant doubt about the recoverability of these advances"

A ''material weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual financial statements will not be prevented or detected on a timely basis.

In our opinion, except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, 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 issued by the ICAI.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2016 financial statements of the Company, and the material weaknesses does not affect our opinion on the financial statements of the Company.

for M/s CNGSN & ASSOCIATES LLP

CHARTERED ACCOUNTANTS

Firm Registration No: 004915S / S200036

Place: Chennai

Date : 17th May, 2016

R.THIRUMALMARUGAN

Partner

Membership No: 200102


Mar 31, 2015

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

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

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our 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 Act. Those Standards require that we comply with the 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 the disclosure in the financial statements. These procedures selected depend on the auditor's judgment, including the assessment of the risk 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company's Board of Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us 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 31st March, 2015, its Profit, and its cash flows for the year ended on that date.

Emphasis of Matter

We draw the attentions to Note No:25.5 with regard to the Income Tax demands and Service Tax Demands disputed before the authorities, which describes the uncertainty related to the outcome of the Appeals filed against the Orders of the Authorities. Our opinion is not modified in respect of these matters.

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 sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 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 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 relevant 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 written representation received from the Directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors of the Company is disqualified as on 31st March, 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 Auditor's) 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 statements – Refer Note.25.5 to the financial statements.

ii) The Company did not have any long term contracts including derivative contracts for which there were any material forseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements in our Independent Auditors' Report of even date)

1. a. In our opinion and according to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. As per the information and explanations provided to us, the Company has physically verified the fixed assets during this year and there is no material discrepancies noticed on such verification.

2. a. According to the information and explanations given to us, the management has conducted physical verification of inventory (Land) at reasonable intervals.

b. According to the information and explanations given to us the procedures of physical verification of inventory (Land) followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

c. According to the information and explanation given to us the Company is maintaining proper records of inventory (Land) and there are no material discrepancies noticed on physical verification.

3. According to the information and explanations given to us, the Company has granted, unsecured interest free loans repayable on demand to two companies, the parties covered in the register maintained under section 189 of the Act. The total outstanding at the year-end was Rs.93.04 lakhs. The overdue amount, receipt of principal amount and the interest are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls systems.

5. In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from public during this year. Therefore the provisions of section 73 to 76 and relevant rules framed thereunder and any contravention of these provisions for the year under audit are not applicable.

6. As per the information and explanations given to us and represented by the Company the maintenance of cost records pursuant to the Rules made by the Central Government under sub-section (1) of Section 148 of the Act are not applicable for the year under audit.

7. a. According to the information and explanation given to us, the Company is depositing undisputed statutory dues with appropriate authorities, like Provident Fund, Employee's State insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Value Added Tax, Cess, wherever applicable, except few delays in depositing Income Tax TDS. There are no undisputed Statutory outstanding dues as at 31st March, 2015 for a period of more than six months from the date they become payable, except TDS on Interest amounting to Rs.203.71 lakhs pending for payment for 15 months.

b. According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess which have not been deposited on account of any dispute except IT demand for AY 2008- 09 Rs.19.21 lakhs, for AY 2010-11 Rs.11464.23 lakhs pending before CIT(A), Chennai and Service Tax penalty Rs.34.34 lakhs for the period Oct 2009 to Oct 2010 pending before CCE(A), Chennai.

c. According to the information and explanation given to us, there are no amount required to be transferred to investor education and protection fund in accordance with the provisions of the Act.

8. In our opinion and according to the information and explanation given to us the accumulated losses as at the end of the financial is more than 50% of networth. The Company has not incurred cash losses during the financial year covered by our audit and incurred cash losses during the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institutions or banks or debenture holders.

10. In our opinion and according to the information and explanation given to us, the Company has given security of land for loans taken by others from financial institutions and the terms and condition whereof are not prejudicial to the interest of the company.

11. In our opinion and according to the information and explanation given to us, the term loans borrowed by the Company were applied for the purpose for which the loans were obtained.

12. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

for M/s CNGSN & ASSOCIATES LLP CHARTERED ACCOUNTANTS Firm Registration No: 004915S

Place: Chennai

Date : 27th May, 2015

R.THIRUMALMARUGAN

Partner Membership No: 200102


Mar 31, 2014

We have audited the accompanying financial statements of Binny Limited (the Company), which comprises the Balance Sheet as at March, 31 2014 and 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s 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 the 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 disclosure in the financial statements. These procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, 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 but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, 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 audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 Statement of Profit and Loss, of the LOSS for the year ended on that date; and

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

Emphasis of Matter

We draw attention to Note 25.10.c in notes to the financials with regard to the Income Tax demands disputed before the authorities, which describes the uncertainty related to the outcome of the Appeals filed against the Orders of the Authorities. Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ( the Order), as amended, issued by the Central Government of India, in terms of sub-section (4A) of Section 227 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, 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, Statement of Profit and Loss, and Cash Flow statement comply with the accounting standards referred to sub-section (3C) of Section 211 of the Act;

e. on the basis of written representation received from the Directors as on March 31, 2014, and 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 clause (g) of sub-section

(1) of section 274 of the Act;

f. since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Act, nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements in our Independent Auditors'' Report of even date)

1. a. In our opinion and according to the information and explanations given to us, the company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets, which needs to be updated.

b. As per the information and explanations provided to us, the company has conducted physical verification of the fixed assets during this year and the discrepancies noticed on such verification were properly dealt with in the books of account.

c. As per the information and explanation provided to us, substantial part of fixed assets have not been disposed off during the year, which affects the going concern.

2. a. According to the information and explanations given to us, the management has conducted physical verification of inventory-Land during this year.

b. According to the information and explanations given to us the procedures of physical verification of inventory-Land followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

c. According to the information and explanation given to us the company is maintaining proper records of inventory-Land and there are no discrepancies were noticed on such physical verification.

3. a. According to the information and explanations given to us, the Company has granted, unsecured loans to a company, a party covered in the register maintained under section 301 of the Companies Act, 1956. It is informed that these advances are recoverable on demand and the year end balance is Rs.60.74 lakhs. The other clauses are not applicable.

b. According to the information and explanations given to us, the Company has taken unsecured interest free loan from two companies, the parties covered in the register maintained under section 301 of the Companies Act, 1956 The balance outstanding is Rs.1229.09 lakhs. The other clauses are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls systems.

5. a. According to the information and explanations given to us, the particulars of contracts or arrangements entered into during this year which are required to be entered in the register maintained under section 301 of the Companies Act have been entered in the said register.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us the Company has not accepted deposits from public during this year. Therefore the provisions of section 58A, 58AA of the Act and any contravention of these provisions for the year under audit are not applicable.

7. The Company has an internal audit system, which needs to be strengthened to commensurate with its size and nature of its business.

8. As per the information and explanations given to us and as represented by the company the maintenance of cost records pursuant to the Rules made by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 are not applicable for the year.

9. a. According to the information and explanation given to us, the Company is depositing undisputed statutory dues like PF, ESI, Income Tax, TDS and Service Tax. There are no undisputed Statutory outstanding dues as at the 31st March, 2014 for a period of more than six months from the date they become payable.

b. According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess which have not been deposited on account of any dispute.

c. According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, services tax, excise duty and cess which have not been deposited on account of any dispute except Income Tax demand for AY 2008-2009 Rs.19.21 lakhs and Rs.11464.23 lakhs for AY 2010-11 disputed before CIT(A).

10. As per the information and explanation given to us the accumulated loss of the company is more than 50% of the networth as at the balance sheet date. The company has incurred cash losses during the financial year covered by our audit. The company has not incurred cash losses during immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institutions, banks and debenture holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanation given to us the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable to the Company.

14. In our opinion and according to the information and explanation given to us the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable to the Company.

15. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanation given to us, the company has not obtained any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long-term investment.

18. According to the information and explanation given to us the Company has not made any preferential allotment of shares during the year.

19. According to the information and explanation given to us, the Company has not issued any secured debentures during the year and creation of security for issue of debenture does not arise.

20. According to the information and explanation given to us, the Company has not raised money by public issue during the year and disclosure of end use of public issue does not arise.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

for M/s CNGSN & ASSOCIATES CHARTERED ACCOUNTANTS Firm Registration No: 004915S

Place: Chennai Date : 30th May, 2014

R.THIRUMALMARUGAN Partner Membership No: 200102


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Binny Limited (the Company), which comprises 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s 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 the 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 disclosure in the financial statements. These procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, 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 the management, 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 qualified audit opinion.

Basis for Qualified Opinion:

Attention of is drawn to the following material matters:

i. The Wealth Tax Officer has passed an Assessment Order for the Asst years 1993-94 to 2010-11 demanding a sum of Rs.2553.77 lakhs treating some of the assets of the company are subject to taxable wealth as per the provisions of the Wealth Tax Act. However the management has disputed the same and filed the Appeals on the Assessment Orders before the appellate authorities and there has also been payment of Rs.648.66 lakhs under protest, which are shown as Other Current Assets. Considering the disputed demands the Company has not provided for these Wealth Tax demands in the financial statements;

ii. The company holds Investments Rs.2874.81 lakhs in the Equity Shares of a Subsidiary Company and Loans and Advances made to the same Company Rs. 1148.52 lakhs. The management considers

the investment as a long term investment and has not provided for the diminution in value of these investments and carrying value of loans and advances at cost. However it is seen that the Networth of the Subsidiary Company has eroded, no operational activities carried on for few years, and other related factors indicates the material uncertainty about the going concern of the Subsidiary and possible permanent diminution in carrying these investments and loans and advances at cost.

iii. Non-confirmation of balances as on 31st March, 2013 from trade receivables, trade payables, loans and advances, Other long term borrowings, Other Loans and Advances, wherein the outstanding balances are due for more than three years and any adjustment to be made for the carrying amount at the year end is not ascertainable.

Without considering items mentioned in paragraph (iii) the effect of which could not be ascertained and had the observation in Para (ii) and (iii) been considered, (a)the net profit for the year would have been Net Loss of Rs.(-)6137.73 lakhs as against reported profit of Rs.439.37 lakhs; (b)Non-Current Investments would have been Rs.4.03 lakhs as against reported amount of Rs.2878.84 lakhs; (c) Long Term Loans & Advances would have been Rs.784.16 lakhs as against reported amount of Rs.1932.68 lakhs; and (d) Short Term Provisions would have been Rs.2657.26 lakhs as against reported amount of Rs. 103.49 lakhs.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except to the possible effects of matters described in the Basis for Qualified Opinion paragraph, the 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 Statement of Profit and Loss, of the PROFIT for the year ended on that date; and

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

Emphasis of Matter

We draw attention to Note 23.11 in notes to the financials with regard to the Income Tax demands disputed before the authorities, which describes the uncertainty related to the outcome of the Appeals filed against the Orders of the Authorities. Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ( the Order), as amended, issued by the Central Government of India, in terms of sub-section (4A) of Section 227 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, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. except for the possible effects of the matter described in Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the accounting standards referred to sub-section (3C) of Section 211 of the Act;

e. on the basis of written representation received from the Directors as on March 31, 2013, and 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 clause (g) of sub-section (1) of section 274 of the Act;

f. since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Act, nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

(Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements in our Independent Auditors'' Report of even date)

1. (a) The Company has to update the schedule of Fixed Assets.

(b)The fixed assets have not been verified by the management at reasonable intervals. The discrepancies (between physical verification and book records) and accounting for such discrepancies does not arise.

(c)There are no disposals of substantial assets during this year.

2. (a) The inventory has been physically verified by the management during this year.

(b)The procedure of physical verification of inventory followed by the management is 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) According to the information and explanations given to us, the company has granted unsecured interest free loans to a Subsidiary Company, which is repayable on demand. The year-end balance of loan granted was Rs.1148.52 lakhs. The other clauses are not applicable. (b)According to the information and explanations given to us, the Company has taken unsecured interest free loan from two group companies, repayable on demand, the party covered in the register maintained under section 301 of the Companies Act, 1956. The balance outstanding is Rs.5323.53 lakhs. The other clauses are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for purchases of fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls systems.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

(b)In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. As explained to us, the Company has not accepted deposits from public during this year.

7. The Company has an internal audit system, which needs to be strengthened to commensurate with the size of the Company and the nature of its business.

8. As per the information and explanations given to us, the company has to update the cost records, for the process activities, as prescribed by the Central Government under clause (d) of sub-section

(1) of Section 209 of the Companies Act, 1956.

9 a. According to the information and explanation given to us, the Company is depositing undisputed statutory dues, like Provident Fund, Employees Pension Fund and Employees State Insurance with some delays.

b. There are no undisputed Statutory dues like Investor Education and Protection Fund, Wealth Tax, Service Tax, Customs Duty, and other statutory dues except Excise Duty Rs.0.37 lakhs and Property /Urban Land Tax Rs.173.21 lakhs as at 31st March, 2013 for a period of more than six months from the date they become payable.

c. According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, services tax, excise duty and cess which have not been deposited on account of any dispute except Income Tax demand for AY 2008-2009 Rs.19.21 lakhs and Rs.11464.23 lakhs for AY 2010-11 disputed before CIT(A) and Wealth Tax demand for the asst year 2004-05 to 2010-11 Rs.1060.18 lakhs disputed before CWT(A) and asst year 1993-94 to 2003-04 Rs.1493.59 lakhs disputed before ITAT, Chennai.

10. In our opinion, there are no accumulated losses of the Company as at the year end. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations to us, the company has not defaulted in repayments of dues to the financial institutions, bank and debenture holders

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. There fore, the provision of clause 4 (xiii) of the Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable to the Company.

14. 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 Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable to the Company.

15. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks / financial institutions.

16. In our opinion and according to the information and explanation given to us, the Company has not obtained any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

18. According to the information given to us, the Company has not made preferential allotment of shares during the year to parties covered in the register maintained under Sec.301 of the Companies Act, 1956.

19. According to the information and explanation given to us, the Company has not issued any debentures during the year and creation of security for issue of debenture does not arise.

20. According to the information and explanation given to us, the Company has not raised money by public issue during the year and disclosure of end use of public issue does not arise.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

for M/s CNGSN & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Registration No: 004915S

Place: Chennai

Date : 29th May, 2013

R.THIRUMALMARUGAN

Partner

Membership No: 200102


Mar 31, 2012

1. We have audited the attached Balance Sheet of Binny Limited as at 31st March 2012, the Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed there to. These Financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors']Report)(Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that :

a) We have obtained all 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 such books;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the Books of Account;

d) In our opinion the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt by this report, comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the Directors and taken on record by the Board of Directors, we report that, none of the Directors are disqualified as on 31/03/2012 from being appointed as a Director in terms of clause (g) of sub-section (I) of section 274 of the Companies Act, 1956.

f) A ttention is drawn to the following material matters:

i. Non provision of wealth tax liability Rs.977.24 lakhs and Income Tax liability Rs. 19.21 lakhs as stated in Note 23. II;

ii. Non provision of diminution in value of investment in Subsidiary Company Rs.2874.81 Lakhs and Loans and Advances to Subsidiary Company Rs. 435.49 lakhs as stated in Note 23.4;

iii. Non-confirmation of balances as on 31st March 2012 from Trade receivables, trade payables, loans & advances, Other long term borrowings and Other Loans and Advances.

Without considering items mentioned in paragraph 4(f) (iii) the effect of which could not be ascertained and hence we are unable to express any opinion on these matters and had the observation in Para 4 F (i) and (ii) been considered, (a)the net profit for the year would have been Net Loss of Rs. (-)4079.42 lakhs as against reported profit of Rs.227.33lakhs; (b)Non-Current Investments would have been Rs.4.03 lakhs as against reported amount of Rs.2878.84 lakhs; (c) Long Term Loans & Advances would have been Rs.8I7.33 lakhs as against reported amount of Rs. I252.82lakhs; and (d) Short Term Provisions would have been Rs.I082.45 lakhs as against reported amount of Rs. 86.00 lakhs.

g) In our opinion and to the best of our information and according to the explanations given to us the said accounts read with the accounting policies and notes thereon, subject to the remarks stated in Para (f)above, give the information required by the Companies Act, I956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

iv. In the case of Balance Sheet, of the State of Affairs of the Company as at 3Ist March 20I2,

v. In the case of Statement of Profit and Loss, of the PROFIT of the Company for the year ended on that date; and

vi. In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

(Referred to in Paragraph 3 of our Report of even date)

1. (a) The Company is maintaining schedule of Fixed Assets, showing full particulars, which needs to be updated.

(b) The fixed assets have not been verified by the management at reasonable intervals. The discrepancies (between physical verification and book records) and accounting for such discrepancies does not arise.

(c) There are no disposals of substantial assets during this year.

2. (a) The inventory has been physically verified by the management during this year.

(b) The procedure of physical verification of inventory followed by the management is 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) According to the information and explanations given to us, the company has granted unsecured interest free loans to a Subsidiary Company, which is repayable on demand. The year-end balance of loan granted was Rs.435.49 lakhs. The other clauses are not applicable.

(b) According to the information and explanations given to us, the Company has taken unsecured interest free loan group company, repayable on demand, a party covered in the register maintained under section 30I of the Companies Act, I956. The balance outstanding is Rs.3930.I2 lakhs. The other clauses are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for purchases of fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls systems.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 30I of the Companies Act, I956 have been entered in the register maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. As explained to us, the Company has not accepted deposits from public during this year.

7. The Company has an internal audit system, which needs to be strengthened to commensurate with the size of the Company and the nature of its business.

8. As per the information and explanations given to us, the company has to update the cost records, for the process activities, as prescribed by the Central Government under clause (d) of sub-section (I) of Section 209 of the Companies Act, I956.

9 a. According to the information and explanation given to us, the Company is depositing undisputed statutory dues, like Provident Fund, Employees Pension Fund and Employees State Insurance with some delays.

b. There are no undisputed Statutory dues like Investor Education and Protection Fund, Wealth Tax, Service Tax, Customs Duty, and other statutory dues except Excise Duty Rs.0.37 lakhs and Property /Urban Land Tax Rs.239.9I lakhs as at 3I st March, 20I2 for a period of more than six months from the date they become payable.

c. According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, services tax, excise duty and cess which have not been deposited on account of any dispute except Income tax demand for AY 2008-2009 Rs.I9.2I lakhs disputed before CIT(A) and wealth tax demand for 2005-06, 2006-07, 2007-08, 2008-09, 2009-I0, 20I0-II, Rs.977.24 lakhs disputed before CWT(A).

10. In our opinion, the accumulated losses of the Company are not more than 50% of its net worth. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayments of dues to the financial institutions, bank and debenture holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable to the Company.

14. 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 Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable to the Company.

15. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks / financial institutions.

16. In our opinion and according to the information and explanation given to us, the Company has not obtained any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

18. According to the information given to us, the Company has not made preferential allotment of shares during the year to parties covered in the register maintained under Sec.30I of the Companies Act, I956.

19. According to the information and explanation given to us, the Company has not issued any debentures during the year and creation of security for issue of debenture does not arise.

20. According to the information and explanation given to us, the Company has not raised money by public issue during the year and disclosure of end use of public issue does not arise.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For M/s CNGSN & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Registration No:0049I5S

Place : Chennai

Date : 1st September 2012

R.THIRUMALMARUGAN

Partner

Membership No.200102


Mar 31, 2010

1. We have audited the attached Balance Sheet of Binny Limited as at 31st March 2010 the Profit and Loss Account and also the Cash Flow Statement for the period ended on that date annexed there to. These Financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We. believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report)(Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that :

a) We have obtained all 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 such books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the Books of Account;

d) In our opinion the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt by this report, comply with the Accounting Standards referred to in Sub-section (3C) of Section 21 I of the Companies Act, 1956.

e) On the basis of written representation received from the Directors, as on 3 I /03/2010 and taken on records by the Board of Directors, we report that, none of the Directors are disqualified as on 31 /03/2010 from being appointed as a Director in terms of clause (g) of sub-section (I) of section 274 of the Companies Act, 1956.

f) Attention is drawn to the following material matters:

i. Note 6 in notes on accounts of Schedule 14, with regard to the adjustment of Rs. 2478626 thousands against the Revaluation Reserve;

ii. Non-confirmation of balances as on 31" March, 2010 from Debtors, Loans and Advances, and Sundry Creditors vide Note No. 13 in notes on accounts of Schedule 14, consequent effect, if any, on the financials are not. quantifiable; and

iii. Non provision of wealth tax liability, if any, as stated in Note 16 in notes on accounts of Scheduled, consequent effect, if any, on the financials are not quantifiable;

g) Subject to above, in our opinion and to the best of our information and according to the explanations given to us the said accounts read with the accounting policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i. In the case of Balance Sheet, of the State of Affairs of the Company as at 3 Ist March 2010,

ii. In the case of Profit and Loss Accounts, of the LOSS of the Company for the period ended on that date; and

iii. In the case of Cash Flow Statement, of the Cash Flows for the period ended on that date.

ANMEXURE TO AUDITORS REPORT (Referred to in Paragraph 3 of our Report of even date)

1. (a) The Company is maintaining proper records showing full particulars, which needs to be updated for the other details.

(b) The fixed assets have not been verified by the management at reasonable intervals. The discrepancies (between physical verification and book records) and accounting for such discrepancies does not arise.

(c) The Company transferred some of the fixed assets to the resulting companies as per the sanctioned scheme of demerger by the High Court of Chennas and also has disposed off substantial amount of fixed assets(Piant and Machinery) during the period which we were informed that does not affect the " Going Concern Concept" of the Company.

2. (a) The inventory has been physically verified by the management at reasonable intervals.

(b) The procedure of physical verification of inventory followed by the management is 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. The discrepancies noticed on verification between the physical stocks and the book records were not materia!.

3. (a) According to the information and explanations given to us, the company has granted unsecured interest free loans to

Subsidiary Company repayable on demand a party covered in the register maintained under section 301 of the Companies Act, 1956. The total number of party is one and the year-end balance of loan granted was Rs. 22136 thousands. The other clauses are not applicable.

(b) As stated in the Note 8 the unsecured loans from Promoters and related parties were reconciled and as per the sanctioned scheme of demerger some of the loans were converted into Preference Shares-pending allocation. As at the year end the amount outstanding is Rs.38226! thousands. The other clauses are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal centre! systems commensurate with the s,ze of the company and the nature of its business, for purchases of fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls systems.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or

arrangements referred to in section 30 i of the Companies Act, 1956 have been entered in the register maintained under that section.

(b) if) our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. As explained to us that the Company has not accepted deposits from public during this period.

7. The Company has an internal audit system, which need to be strengthened to commensurate with the size of the Company and the nature of its business.

8. There was no production activity carried out during the period. As explained to us the company is no more in the business of manufacture of textiles activity, further the company has been demerged into two other companies as per the sanctioned scheme of demerger. Based on this development it is explained that the maintenance of cost records is not applicable to the company for the period under audit.

9. a. According to the information and explanation given to us, the Company: is depositing undisputed statutory dues with approprlate authorities, like Provident Fund, Employees Pension Fund and Employees State Insurance with some delays. There are no undisputed Statutory dues like Investor Education and Protection Fund, Wealth Tax, Service Tax, Customs Duty and other statutory dues, except Excise Duty Rs 37 Thousands, and Property/Urban Land Tax Rs.32489 Thousands as at 3 1st March, 2010 for a period of more than six months from the date they become payable.

b. According to the information and explanation given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, sen/ices tax, excise duty and cess which have not been deposited on account of any dispute.

10, In our opinion, the accumulated losses of the Company are not more than 50% of its net worth. The company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to the financial institutions, bank and debenture holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. in our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. There fore, the provision of clause 4 (xiii) of the Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the Company.

I 4. 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 Companies (Auditors Report) (Amendment) Order, 2004 are not appiicabie to the Company.

15. in our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks / financial institutions.

16. in our opinion and according to the information and explanation given to us, the Company has not obtained any term loans during the period.

17. According to the information and explanations given to us and on an overall examination of the balance sheer, of the company, was report that the no funds raised on short-term basis have been used for long- term investment.

18. According to the information given to us, the Company has not made any preferential allotment of shares during the period to parties covered in the register maintained under Sec.301 of the Companies Act, 1956.

19. According to the information and explanation given to us, the Company has not issued any debentures during the period and creation of security for issue of debenture does not arise.

20. According to the information and explanation given to us, the Company has not raised money by public issue during the period and disclosure of end use of public issue does not. arise.

21, According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit,



For M/s CNGSN & ASSOCIATES CHARTERED ACCOUNTANTS

R.THIRUMAlMARUGAN PARTNER

Place: Chennai Membership No.200102

Date: 25th August, 2010 Firm Registration No.0049l5S

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