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Auditor Report of DFM Foods Ltd.

Mar 31, 2016

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

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation 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 prescribed under Section 133 of the Act, as applicable. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 and the Order under Section 143 (11) of the Act.

We conducted our audit of the 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 financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by 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, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, as applicable.

e) On the basis of the written representations received from the Directors as on 31st March, 2016 taken on record by the Board of Directors, none of the Directors 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 financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 30 to the financial statements;

ii. The Company did not have any long - term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note 40 to the financial statements;

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

2. 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, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered transfer deed provided to us, we report that, the title deed, comprising the immovable property of land, are held in the name of the Company as at the balance sheet date. Further, title deed/ lease agreements of all the immovable properties of land and buildings (including leasehold) have been mortgaged as security for term loans based on the confirmations directly received by us from banks. In respect of immovable properties of land that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to Companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

(iv) The Company has not granted any loans, made investments or provide guarantees under Section 185 and Section 186 of the Companies Act, 2013 and hence reporting under Clause (iv) of the CARO 2016 is not applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year under Section 73 to 76 or any other relevant provisions of the Companies Act, 2013.

(vi) The maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Companies Act, 2013.

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

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income - tax, Sales tax, Service tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income - tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at 31st March, 2016 for a period of more than six months from the date they became payable.

(c) There are no dues of Income - tax, Sales Tax, Service tax, Customs Duty and Excise Duty which have not been deposited as on 31st March, 2016 on account of disputes. Detail of dues of Value Added Tax which have not been deposited as on 31st March, 2016 on account of dispute is given below:

Name of Statute Nature of the Dues Forum where Dispute Period to which Amount is Pending the amount involved relates (Rs. in Lakhs)

West Bengal Value Entry Tax High Court (F.Y.) 2015-16 11

Added Tax Act, 2003

The following matter has been decided in favor of the Company, although the department has preferred appeals at higher levels:

Name of Statute Nature of the Dues Forum where Dispute Period to which Amount is Pending the amount involved relates (Rs. in Lakhs)

Central Excise Act, 1944 Excise Duty Custom, Excise and (F.Y.) 2007-08 to 11,273# Service Tax Appellate 2015-16 Tribunal

# The amount mentioned as per demand order including interest wherever indicated in the Order, also refer Note 30(i) to the financial statements.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company has not taken any loans or borrowings from financial institutions and government or has not issued any debentures.

(ix) The Company has not raised moneys by way of further public offer (including debt instruments). Further, in our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were raised.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under Clause (xii) of the CARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under Clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non - cash transactions with its Directors or Directors of its holding, subsidiary or associate Company or persons connected with them and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under Section 45-I of the Reserve Bank of India Act, 1934.

For Deloitte Haskins & Sells

Chartered Accountants

(Firm''s Registration No. 015125N)

Vijay Agarwal

Partner

(Membership No. 094468)

Place: New Delhi

Date: 11th May, 2016


Mar 31, 2014

We have audited the accompanying financial statements of DFM FOODS LIMITED("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 notified under the Companies Act, 1956 ("the Act")(which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the 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 audit opinion.

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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

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

Having regard to the nature of the Company''s business/ activities/results during the year, clauses 4 (x), (xiii) and (xiv) of paragraph 4 of the Order are not applicable to the Company.

(i) In respect of its fixed assets:

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

(b) Some of the fixed assets were physically verified during the year by the internal auditor appointed by the management which is in accordance with a programme of verification, and in our opinion such physical verification of fixed assets is at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted unsecured loans to a company aggregating Rs. 1,255 lacs during the year. At the year end, the outstanding balances of such loans granted aggregating Rs. Nil and the maximum amount involved during the year was Rs. 3,155 lacs.

(b) The rate of interest and other terms and conditions

of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company.

(c) The receipts of principal amounts and interest have been regular as per stipulations.

(d) There is no overdue amount of loan to be recovered by the Company.

(e) The Company has not taken loans from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods. There is no sale of services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs. 5 lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vii) According to the information are of explanations given to us, the internal audit was carried out during the year by firm of Chartered Accountants appointed by the Management. In our opinion, the scope of internal audit system is commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) According to the information and explanations given to us, in respect of statutory dues: (a) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities other than Service Tax in which the Company has generally been regular in depositing undisputed statutory dues.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) There are no disputed dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited as on March 31, 2014.

The following matter has been decided in favor of the company, although the department has preferred appeals at higher levels:

Name of Statute Nature of Forum where Dispute is Period to which the Amount Involved* Dues Pending Amount Relates (Rs. in lacs)

Central Excise Laws Excise Duty Custom, Excise and Service (F.Y.) 2007-08 to 4,155 Tax Appellate Tribunal 2013-14

*The amount mentioned as per demand orders including interest wherever indicated in the order, also refer Note 30 in financial statements.

(x) According to the records of the Company examined by us and on the basis of information and explanations given to us, There are delays in repayment of dues of a bank, which has been regularized and bank has confirmed that repayment till March 31, 2014 are regular. The Company has not issued any debentures during the year.

(xi) According to the information and explanations given to us, the Company has not granted any loan and advance during the year on the basis of security by way of pledge of shares, debentures and other securities.

(xii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee loans taken by others from banks and financial institutions.

(xiii) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

(xiv) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

(xv) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xvi) According to the information and explanations given to us, the Company has not issued any debenture during the year.

(xvii) According to the information and explanations given to us, the Company has not raised any money by way of public issue during the year.

(xviii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.



For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm''s Registration No.015125N)

Vijay Agarwal

Place : Gurgaon Partner

Date : 12th May, 2014 Membership No.094468


Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying financial statements of DFM Foods Limited (''the Company''), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in subsection (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 presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor''s Responsibility

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

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

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

4. 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:

i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2013;

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

iii) in the case of Cash Flow statement, of the cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

A. 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 said Order.

B. 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 appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act; and

e. On the basis of written representations received from the Directors as at 31st March, 2013 and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph 5A of our report of even date)

1. In respect of its fixed assets:

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

b. The fixed assets were physically verified during the year by the Management in a phased periodic manner in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

2. In respect of its inventories:

a. As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. a. The Company has granted unsecured loans to a

Company listed in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2305 lacs (Previous year Rs. 2140 lacs) and the year end balance of loan given to such party was Rs. 1900 lacs (Previous year Rs.1325 lacs).

b. In our opinion, the rate of interest and other terms and conditions of unsecured loans given are prima facie not prejudicial to the interests of the Company.

c. The principal amounts and wherever applicable interest thereon in respect of loans and or advances in the nature of loans given by the Company to the party listed in the Register maintained under Section 301 of the Companies Act, 1956 have been recovered regularly as stipulated.

d. There is no overdue amount of loan to be recovered by the Company.

e. The Company has not taken loans from Companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act,1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and the sale of goods.There is no sale of services. During the course of our audit, we have not observed any major weakness in such internal control system.

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act,1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said section have been so entered where each of such transactions is in excess of Rs. 5 lacs in respect of any party.

b. The transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. a. The Company had accepted deposits from public and

in our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 framed thereunder with regard to the deposits accepted from the public.

b. An amount of Rs. 3.38 lacs (Previous year Rs. 3.57 lacs) is outstanding towards matured unclaimed deposits as on 31.03.2013.

c. We are informed that no order has been passed against the Company by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court/ Tribunal.

7. In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

8. We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 in respect of manufacturing activities and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us in respect of statutory dues:

a. The Company has been regular in depositing undisputed dues including Provident Fund, Investor Education and Protection Fund, Employees'' State insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material Statutory dues applicable to it with the appropriate authorities.

b. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess in arrears as at 31st March,2013 for a period of more than six months from the date they become payable.

c. Details of dues of Excise Duty and Sales Tax which have not been deposited by the Company as on 31st March, 2013 on account of disputes are given below:

Name of Statute Nature of dues Amount (Rs.)# Period to which the Forum where dispute is amount relates pending

Sales Tax Entry Tax (Sales Tax) 2,41,384 2004-05 High Court

Central Excise Laws Excise Duty* 1,23,92,053 2007-08 Customs, Excise and Service

2,86,33,279 2008-09 Tax Appellate Tribunal

1,18,61,341 2009-10

3,47,59,310 2010-11

4,63,52,710 2011-12

4,00,32,101 2012-13

# The amounts mentioned are as per demand orders including interest and penalty wherever indicated in the order.

* The case of Excise duty has been decided in the favor of the Company, but the Department has preferred appeals at higher levels.

10. The Company does not have accumulated losses at the end of financial year ended 31st March, 2013. Further, the Company has not incurred cash losses during the financial year 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 banks and financial institutions.

12. As the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, accordingly paragraph

4 (xii) of the order is not applicable.

13. The Company is not a chit fund/nidhi/mutual benefit fund/ society to which the provisions of special statute relating to chit fund are applicable, accordingly paragraph 4(xiii) of the order is not applicable.

14. As the Company is not dealing in or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the order is not applicable.

15. According to the information and explanation given to us, the Company has not given any guarantee during the year for loans taken by others from banks or financial institutions.

16. In our opinion and according to information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that the funds raised on short-term basis have not been used during the year for long term investments.

18. The Company has not made any preferential allotment of shares during the year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year.

21. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For A.K.Gangaher & Co.

Chartered Accountants

A.K. Gangaher

Place : Delhi Proprietor

Date : 24th May, 2013 M. No. 083674 Firm ICAI Regn. No. 004588N


Mar 31, 2012

1. We have audited the attached Balance Sheet of DFM Foods Limited as at 31st March, 2012, Statement of Profit and Loss and also the Cash Flow Statement annexed thereto for the year ended on that date. 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 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 (Auditor's 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, 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 enclose 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:

(i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account, as required by law, have been kept by the company so far as appears from our examination of those books;

(iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date)

1. In respect of its fixed assets:

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

b. As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed during the verification have been properly dealt with in the books of accounts.

c. In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of its fixed assets during the year.

2. In respect of its inventories:

a. As explained to us, the inventory has been physically verified at all its locations during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of stocks as compared to book records have been properly dealt with in the books of accounts.

3. a) The Company has granted unsecured loans to a company listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2140.00 lacs (Previous year Rs. 1785.00 lacs) and the year end balance of loan given to such party was Rs. 1325.00 lacs (Previous year Rs. 550.00 lacs).

b) In our opinion, the rate of interest and other terms and conditions of unsecured loans given are prima facie not prejudicial to the interests of the Company.

c) The principal amounts and wherever applicable interest thereon in respect of loans and or advances in the nature of loans given by the Company to parties have been recovered regularly as stipulated.

d) There is no overdue amount of loan to be recovered by the Company.

e) The Company has not taken loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and also with regard to sale of goods and services. Further on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control systems.

5. In our opinion and according to the explanations given to us, all the transactions made in pursuance of contracts or arrangements, that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered. Further in our opinion and according to the explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 in respect of each party during the year have been made at prices which are reasonable having regard to the prices at which transaction for similar goods, materials and services have been made with other parties.

6. a) The Company had accepted deposits from public and in our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 framed thereunder with regard to the deposits accepted from the public.

b) An amount of Rs. 3.57 lac (Previous year Rs. 2.15 lac) is outstanding towards matured unclaimed deposits as on 31.03.2012.

c) We are informed that no order has been passed against the company by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court/ Tribunal.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956 in respect of manufacturing activities and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. a) According to the information and explanations given to us and the records of the Company examined by us, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed statutory dues in respect of Income Tax Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty and Cess were in arrears as on 31.03.2012 for a period of more than six months from the date they became payable.

c) The details of disputed dues as at 31.03.2012 in respect of Excise Duty, Sales Tax and Income Tax which have not been deposited by the Company are as follows:

Name of Nature of Amount (Rs.)# Period to Forum where statute dues which the dispute is pending amount relates

Sales Tax Entry Tax (Sales Tax) 2,41,384 2004-05 High Court

Central Excise Excise 1,23,92,053 2007-08 Customs, Excise and Laws Duty* 2,86,33,279 2008-09 Service Tax Appellate Tribunal

1,18,61,341 2009-10

3,47,59,310 2010-11

4,63,52,710 2011-12

# The amounts mentioned are as per demand orders including interest and penalty wherever indicated in the order.

* The case of Excise duty has been decided in the favor of the Company, but the Department has preferred appeals at higher levels.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or 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 any financial institution, bank or debenture holders.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to information and explanation given to us, the Company is not a chit fund or a nidhi / mutual benefit fund /society.

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.

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

16. In our opinion and according to information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

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 Company has used funds raised on short-term basis for short-term investments only.

18. During the year the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year.

20. During the year the Company has not raised any money through a public issue.

21. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For A.K.Gangaher & Co.

Chartered Accountants

A.K.Gangaher

Proprietor

Place : Delhi M.No.083674

Dated : 30th May, 2012 Firm ICAI Regn No. 004588N


Mar 31, 2010

1. We have audited the attached balance sheet of DFM Foods Limited as at 31st March, 2010. the profit and loss account and also the cash flow statement annexed thereto for the year ended on that date. 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 misstatements. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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, wc enclose 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:

(i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31sl March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) in the case of the balance sheet, of the state of affairs of the company as at 31st March, 2010.

(b) in the case of the profit and loss account, of the profit of the company for the year ended on that date; and

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our report of even date)

1. In respect of its fixed assets:

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

b) As explained to us the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed during the verification have been properly dealt with in the books of accounts.

c) In our opinion and according to the information and explanations given to us, the company has not disposed off a substantial part of its fixed assets during the year.

2. In respect of its inventories:

a) As explained to us the inventory has been physically verified at all its locations during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination we are of the opinion that the company is maintaining proper records of inventories. The discrepancies noticed on physical verification of stocks as compared to book records have been properly dealt with in the books of accounts.

3. a) The company has granted unsecured loans to a company, listed in the register maintained under Section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 1180.00 lacs (Previous year Rs. 1620.00 lacs) and the year end balance of loan given to such party was Rs. 360.00 lacs. (Previous year Rs. 550.00 lacs.)

b) In our opinion the rate of interest and other terms and conditions of unsecured loans given are prima facie not prejudicial to the interests of the company.

c) The principal amounts and wherever applicable interest thereon in respect of Loans and or Advances in the nature of loans given by the Company to parties have been recovered regularly as stipulated.

d) There is no overdue amount of loan to be recovered by the company.

e) The company has not taken loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and also with regard to sale of goods and services. Further on the basis of our examination we have not observed any major weaknesses in internal control systems.

5. In our opinion and according to the explanations given to us, all the transactions made in pursuance of contracts or arrangements, that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered. Further in our opinion and according to the explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 in respect of each party during the year have been made at prices which are reasonable having regard to the prices at which transaction for similar goods, materials and services have been made with other parties.

6. a) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of theCompanies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 framed there under with regard to the deposits accepted from the Public.

b) An amount of Rs. 1.15 Lac, (Previous year Rs.Nil) is outstanding towards matured unclaimed deposits as on 31.03.2010.

c) No order has been passed against the company by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court/ Tribunal.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. Maintenance of cost records has not been prescribed by the Central Government under Section 209(l)(d) of the Companies Act, 1956.

9. a) According to the information and explanations given to us and the records of the company examined by us, the company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, Income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed statutory dues in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears as on 31.03.2010 for a period of more than six months from the date they became payable.

c) The details of disputed dues as at 31.3.2010 in respect of Excise Duty , Sales Tax and Income Tax which have not been deposited by the company are as follows :

Name of statute Nature of dues Amount Period to which (Rs.)# the amount relates

Sales tax Entry Tax(Sales tax) 2,41,384 2004-05

Central Excise Excise duty* 1,23,92,053 2007-08 Laws 2,86,33,279 2008-09

1,18,61,341 2009-10

Income Tax Act Income Tax 70,550 2005-06



Name of Statue Forum where dispute is pending

Sales tax High Court

Central Excise Customs,Excise and Laws Service Tax Appellate Tribunal

Income Tax Act CIT (Appeals), New Delhi

# The amounts mentioned are as per demand orders including interest and penalty wherever indicated in the order.

* The case of Excise duty has been decided in the favor of the company but department has preferred appeals at higher levels.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or 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 a financial institution, bank or debenture holders.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to information and explanation given to us, the company is not a chit fund or a nidhi /mutual benefit fund /society.

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.

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

16. In our opinion and according to information and explanations given to us the term loans have been applied for the purpose for which they were raised.

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 company has used funds raised on short-term basis for short-term investments only.

18. During the year the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. According to the information and explanations given to us, the company has not issued any debentures during the year.

20. During the year the company has not raised any money through a public issue.

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

For A.K.GANGAHER & CO. Chartered Accountants

Place : Delhi A.K.GANGAHER

Dated :15th May, 2010 Proprietor

M.No.083674 Firm ICAI Regn No. 004588N



 
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