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Auditor Report of Orient Beverages Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Orient Beverages Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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

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

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity'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 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 subject to Note No. 1.05 regarding non charging of depreciation on Silver Idol, Note No. 2.41(a),(b) and (c ) regarding payment of managerial remuneration of Rs.14,57,600/- to Chairman, Rs.5,98,900/- to Managing Director and Rs.5,70,548/- to Executive Director subject to approval of representation by the Central Government, 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 31,2015;

(b) In the case of the statement of Profit and Loss, of the profit 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.

Report on Other Legal and Regulatory Requirement

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.

2. As required by section 143(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 has been kept by the Company so far as appears from our examination of those books.

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

d. In our opinion, the aforesaid Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement 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 representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of sub-section (2) of section 164 of the Companies Act, 2013.

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note no. 2.29 and 2.31 to the financial statements.

(ii) There were no material foreseeable losses on the long term contracts including derivative contracts and as such the Company was not required to make any provision for the same under the applicable law or accounting standards;

(iii) There has been no delay in transferring amounts, required to be transferred, to the

Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirement" of our report of even date

(i) In respect of its Fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets of the Company have been physically verified by the management in phased periodical manner, which in our opinion, is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have been noticed on such physical verification.

(ii) In respect of its inventories:

(a) The inventories of the Company have been physically verified 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 Company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

(iii) The Company has not granted during the year any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. Accordingly the sub clauses (a) to (b) of clause (iii) of paragraph 3 of the Order are not applicable to the Company.

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

(v) According to the information and explanations given to us, the Company has not accepted any deposit in terms of directions issued by the Reserve Bank of India and the provision of section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) The Central Government has not prescribed maintenance of cost records under Section 148(1) of the Companies Act, 2013 for any of the products of the Company.

(vii) In respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess, and other statutory dues have been generally regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no disputed or undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of becoming payable except the following:

Sl. No Nature of dues Amount due (Rs.) Forum where pending For the period

1. Municipal Tax 1,33,73,917/- Hon'ble High Court at 01.07.2006 to Calcutta 30.09.2014 [Refer Note No. 2.31(b)]

2. Interest and penalty 1,07,49,509/- -Do - -Do - on municipal tax

3. Excise Duty 6,52,293/- Central Excise Tribunal 1977-78 to 1982-83

4. Service Tax on Rent 49,93,607/- Hon'ble High Court at 01.06.2007 to Calcutta 31.08.2014 [Refer Note No. 2.31(a)]

5. Service Tax on 38,41,153/- Disputed with the tenants 01.07.2012 to Electricity Charges (Refer Note No. 2.42) 31.08.2014

(c ) There is no amount required to be transferred to Investment Education and Protection Fund in accordance with the relevant provisions of the Companies Act,1956 (1 of 1956) and the rules framed there under.

(viii) The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

(x) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions, the terms thereof are prejudicial to the interest of the company.

(xi) As observed by us, the term loans obtained by the Company were applied for the purpose for which they were obtained.

(xii) Based upon the audit procedures performed and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For TIWARI & COMPANY

Chartered Accountants

Firm Regn. No. 309112E

107/1, Park Street P. Tiwari

Kolkata - 700016 Partner

Date: 29th May, 2015 Membership No. 16590


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal 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 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

1. 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 subject to note No. 1.05 regarding non-charging of depreciation on Silver Idol, Note No. 2.29(a) regarding non provision of Excise Duty of " 26,98,597/- as demanded by the Excise Authority being disputed by the Company, Note No.2.29(b) & (c) regarding interest and penalty of Kolkata Municipal Corporation taxes of " 87,07,307/- being disputed by the company, Note No. 2.30 regarding writ petitions filed by the Company before the Hon''ble High Court at Calcutta for recovery of Service Tax of " 46,84,664/- on rent from one of its tenants namely M/s Income

Tax Appellate Tribunal and disputing property tax of " 1,25,42,889/- against valuation made by the Kolkata Municipal Corporation, Note No. 2.31 regarding pending execution of certain legal formalities in respect of assets and liabilities of amalgamating companies and Note No. 2.40(a) and (b) regarding payment of managerial remuneration to Chairman of " 14,07,600/- and " 3,39,150/- to Managing Director pending approval of the Central Government and Note No. 2.40 (c ) regarding payment of managerial remuneration to Executive Director of " 4,78,801/- subject to approval of representation by the Central Government, give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) In the case of the statement of Profit and Loss, of the profit 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.

Report on Other Legal and Regulatory Requirement

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") 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 has been kept by the Company so far as appear 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, the Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and

e. On the basis of written representations 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 Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirement" 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 its fixed assets on the basis of available information.

b. As explained to us, all the fixed assets of the Company have been physically verified by the management in phased periodical manner, which in our opinion, is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have been noticed on such physical verification.

c. In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a. The inventories of the Company have been physically verified 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 Company and the nature of its business.

c. The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) During the year under review, the Company has not granted any loans, secured or unsecured, from/to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act. Accordingly provisions in the Sub-clauses (iii) (b), (iii) (c) and (iii) (d) of clause 4 of the Order in respect of loan granted are not applicable.

(b) During the year under review the Company has not taken unsecured loan from Companies, firms or other parties as covered in the Register maintained under Section 301 of the Act. Accordingly provisions in the Sub-clauses (iii) (f) and (iii) (g) of clause 4 of the Order in respect of loan granted are not applicable.

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 for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

According to the information and explanations given to us, there are transactions (Purchase of raw materials/finished goods of " 2,07,668/- and sale of raw materials/ machinery of " 45,540/-) during the year in pursuance of contracts or arrangements , which are required to be entered in the Register maintained under Section 301 of the Act and that have been maintained.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

8. The Central Government has prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 as well as audit of the same. The Company has maintained cost records as explained to us. The Company has also appointed Cost Auditors but report of the same is awaited and we have not verified the same.

9. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including 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 statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable except the following.

- Arrear Municipal Tax of " 9,76,818/- in respect of premises no. 225C, A.J.C. Bose Road Kolkata-20 payable against revision of valuation by the Kolkata Municipal Corporation.

- Service Tax of " 25,02,270/- on electricity charges billed by the company yet to be collected from the tenants/occupiers.

(b) Disputed statutory dues which have been not deposited are following:

- Municipal Tax of " 1,17,11,861/- payable against revision of valuation by the Kolkata Municipal Corporation being disputed by the Company and the matter is pending before Hon''ble High Court at Calcutta.

- Service Tax of " 15,16,582/- collectible from one of the tenants namely M/s Income Tax Appellate Tribunal being disputed by the tenant and the matter is pending before Hon''ble High Court at Calcutta.

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. According to the information and explanations given to us, the company is not a dealer or trader in securities.

15. The Company has not given any guarantees for loans taken by others from banks and financial institutions.

16. According to the information and explanations given to us and on an overall examination, the term loan has been applied for the purpose for which they were obtained.

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

18. 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 during the year.

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

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

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

107/1 Park Street For TIWARI & COMPANY Kolkata- 700 016 Chartered Accountants Dated: 29th May, 2014 Firm Regn. No. 309112E

P.TIWARI

Partner Membership No. 16590


Mar 31, 2013

Report on the financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in 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 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 disclosures in the financial statements. The procedures selected depepd on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

1. 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 subject to note No. 1.05 & 2.32 regarding non-charging of depreciation on certain assets, Note No. 2.29(a) regarding non provision of Excise Duty of f 26,98,597/- as demanded by the Excise Authority being disputed by the Company, Note No.2.29(b) & (c) regarding interest and penalty of Kolkata Municipal Corporation taxes of f 61,61,571/- being disputed by the company, Note No. 2.30 regarding writ petitions filed by the Company before the Hon ''ble High Court at Calcutta for recovery of Service Tax of f 39,43,202/- on rent from one of its tenants namely M/s Income Tax Appellate Tribunal and disputing property tax of f 1,06,00,390/- against valuation made by the Kolkata Municipal Corporation, Note No. 2.31 regarding pending execution of certain legal formalities in respect of assets and liabilities of amalgamating companies and Note No. 2.34 regarding impairment of assets as per AS- 28 and discarded assets of the closed units in Bhubaneswar, Note No. 2.40 regarding payment of managerial remuneration to Chainvan of f 14,07,600/- pending approval of the Central Government and Note No. 2.41 regarding payment of managerial remuneration to Executive Director off 3,41,334/- subject to approval of representation by the Central Government, give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) In the case of the statement of Profit and Loss, of the profit 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. Report on Other Legal and Regulatory Requirement

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") 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 has been kept by the Company so far as appear 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, the Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations 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 Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirement" 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 its fixed assets on the basis of available information.

b. As explained to us, all the fixed assets of the Company have been physically verified by the management in phased periodical manner, which in our opinion, is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have been noticed on such physical verification.

c. In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories :

a. The inventories of the Company have been physically verified 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 Company and the nature of its business.

c. The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) During the year under review, the Company has not granted any loans, secured or unsecured, from / to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act. Accordingly provisions in the Sub-clauses (iii) (b), (iii) (c) and (iii) (d) of clause 4 of the Order in respect of loan granted are not applicable.

(b) During the year under review the Company has taken unsecured loan from Companies, firms or other parties as covered in the Register maintained under Section 301 of the Act. No. of Party -1 (one) and amount involved was Rs. 1,00,000/- and the year end balance of such loan was Rs. 5,15,118/-.

The rate of interest and other terms and conditions of such loan are not prima facie prejudicial to the interest of the Company.

The repayment of principal and interest of such loan was regular.

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 for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

According to the information and explanations given to us, there are transactions (Purchase of finished goods ofRs. 2,09,454/- and sale of raw materials off 97,054/-) during the year in pursuance of contracts or arrangements , which are required to be entered in the Register maintained under Section 301 of the Act and that have been maintained.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

8. The (Central Government has prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956.The Company has maintained cost records as explained to us. However, we have not verified the same.

9. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including 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 statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at A/larch 31, 2013 for a period of more than six months from the date of becoming payable except the following.

- Arrear Municipal Tax ofRs. 9,76,818/- in respect of premises no. 225C, A.J.C. Bose Road Kolkata-20 payable against revision of valuation by the Kolkata Municipal Corporation.

- Service Tax of Rs. 4,50,700/- on electricity charges billed by the company yet to be collected from the tenants/occupiers.

(b) Disputed statutory dues which have been not deposited are following:

- Municipal Tax of Rs. 1,00,49,805/- payable against revision of valuation by the Kolkata Municipal Corporation being disputed by the Company and the matter is pending before Hon''ble High Court at Calcutta.

- Service Tax of Rs. 7,75,120/- collectible from one of the tenants namely M/s Income Tax Appellate Tribunal being disputed by the tenant and the matter is pending before Hon''ble High Court at Calcutta.

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. According to the information and explanations given to us, the company is not a dealer or trader in securities.

15. The Company has not given any guarantees for loans taken by others from banks and financial institutions.

16. According to the information and explanations given to us and on an overall examination, the term loan has been applied for the purpose for which they were obtained.

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

18. 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 during the year.

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

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

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

107/1 Park Street For TIWARI & COMPANY

Kolkata - 700 016 Chartered Accountants

Dated : 29th May, 2013 Firm Regn. No. 309112E

P. TIWARI

Partner

Membership No. 16590


Mar 31, 2010

We have audited the attached Balance Sheet of ORIENT BEVERAGES LIMITED ( the Company) as at 31 st March, 2010 and the Profit and Loss Account and the Cash flow Statement for the year 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 finacial statements based on our audit.

We conducted our audit in accordance with 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.

We report that:

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

2. In our opinion, proper books of account as required by law have been kept by the Company so far as appers from our examination of books of account.

3. The Balance Sheet and Profit and loss Account and the Cash Flow Statement dealt with by this report are in agreeement with the books of account.

4. In our opinion, the Balance Sheet and Profit and Loss Account and the 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.

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

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information as required by the Companies Act, 1956 in the manner so required subjects to note No. 1.05 & 5 regarding non-charging of depreciation on certain assets. Note No. 3 regarding non provision of Excise Duty as demanded by the Excise Authority being disputed by the Company and Note No.4 regarding pending execution of certain legal formalities in respect assets and liabilities of amalgamating companies, give a true and fair virw 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 31 st March, 2010.

b) In the case of the Profit and Loss Account, 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.

7. As required by the Companies (Auditors Report) Order, 2003, as amended, issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and the Information and explanations given to us during the course of audit we futher state to the extent applicable to the Company that:

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

(b) The fixed assets have been physically verfied by the management at reasonable intervals. No material disrepancies between book record and physical inventory have been noticed on such verification.

(c) During the year under audit, the Comapny has not disposed off substantial part of its fixed assets.

ii) (a) The inventory of the Company has been physically verified at reasonable invervals by the management.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of our examination of the records of Inventory, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on verfication between the physical stocks and the book records have been properly dealt with the books of account.

iii) (a) During the year under review the Company has not granted unsecured loan to companies, firms or other partes as covered in the Register maintained under Section 301 of the Act. However there is a balance outstanding as at the close of the year of Rs. 38.53 lacs from one party.

(b) The rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) The repayment of principal and interest of such loans are regular.

(d) These is no overdue amount of Rs. 1.00 lac or more in respect os such loans.

(e) Durinf the year under review the Company has taken unsecured loan from companies, firms or other parties as covered in the Register maintained under Section 301 of the Act.No. of party - one and maximum amount involved was Rs. 5.00 lacs and the year end balance of such loan was Rs. Nil.

(f) The rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the company.

(g) The repayment of principal and interest of such loans are regular.

iv) In our opinion, there are adoquate internal control procedures commensurate with The size of the Company and nature of its business. for the purchase of inventory, fixed assots and for the sale of goods. Futher . during the course of our audit we have neither come across, not have we been informed of any melances of continuing failure to correct major weakness in the ate res aid internal controls procedures.

v) According to trie information and explanations given to us. there are no transactions for Rs.5 lacs Or more during the year in pursuance of contrasts or arrangements, which are required to be entered in the Register mainlained under Section 301 of the Act and that has been maintained by 1ne Company as required by the provisions of the Companies Act, 1955.

vi) The Company has not accepted any deposits from tha public within the meaning of Section 5BA and 58AA or any other relevant provisions of the Act and the rules framed there under.

vii) The Company has maintained Internal Audit System which commensurate wish Us size and nature of i ts business-

yiii) The Central Government has not prescribed the maintenarce of Cost Records under Section 2D9(1) (d) oF the Companies Ad. 1956, For the activities Of the Company.

ix) (a) According to the information and exnlanations given to us, during the year the Company has been generally regular in depositing with the apnrojmate authorities undisputed statutory dues in respect or Provided Fund. Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duly, Cess and any other material statutory dues. as applicable to it.

(b) According to the information and explanations given to. us, there are no undisputed dues in respect of Provided Fund. Investor Education and Prelection Fund, Employees State Insurance, income Tax, Sales Tax. Wealth Tax, Service Tax. Custom Duty. Excise Duty. Cess and any other material statutory dues which were outstanding at the year end for a period of more than six months from the date they became payable other than Additional Excise Duty of Rs. 25.99 Lacs demanded by the Excise Authorities against which Rs. 20.46 lacs has been deposited and the matter Is pending become Central Excise Tribunal.

x) The Company has no accumulated losses as at 31st March. 2010 and it has neither incurred cash losses during the financial year nor in the Immediately preceding financial year.

xi) According to the records of the Company, it has not defaulted In repayment of dues to Bank and the Company has not issued any debenture during the year under review.

xii) The Company has not granted any loans and advances on the oasis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund; society. As such the provisions of Clause 4(xili) of the Companies (Auditors Report) Order, 2003 are not applicable.

xiv) Based on our examination of the records and evaluations of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts relating to shares and securities dealt in by the Company and timely entries have been made in the records. We also report that the Company has field Shares and Securities in its own name except for those ponding transfer in Companys name.

xv) In our opinion and according to the information and explanations given to us. the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

xvi) In our opinion and according to the information and explanations given to us and based on an overall examination, the Term Loans have been applied lor the purpose for which the Term Loans were obtained.

xvii) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on short term basis which have been used for long term investments and vice versa.

xviii) The Company has not made any preferential allotment of shares to parlies and companies covered in the Register mainlained under Section 301 of the Act during the year.

xix) The Company did not have any outstanding debentures during the year.

xx) The Company has not raised any money from public issues during the year.

xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on of by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.

107/1 Park Street For TlWARI & COMPANY

Kalkata - 700 016 Chartered Accountants

Dated: 12lh August, 2010 Firm Regn. No. 309112E

P. TIWARI

Partner

Membership No. 16590

 
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