Auditor Report of Superior Industrial Enterprises Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s Superior Industrial Enterprises Limited, New Delhi which comprise the Balance Sheet as at 31st March 2015, Statement of Profit and Loss and the cash flow statement for the year ended, and a summary of significant accounting policies and other explanatory information. These Financial statements are the responsibility of the Company's management. Our responsibility is to express our opinion on these financial statements based on our audit.

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 fraud 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 that accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made thereunder.

We have conducted our audit in accordance with the auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirement and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements.

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 expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls includes evaluating the appropriates 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 reasonable 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 accounting principles generally accepted in India:

In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2015;

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

b) 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 Requirements.

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143(11) of the Companies Act, 2013, we enclose in Annexure a statement on the matters specified in the paragraph 3 & 4 of the said order to the extent applicable to the company.

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

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

b) In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of the books of account made available to us.

c) The Balance Sheet, Statement of Profit & 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 specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representation received from the Directors as on 31.03.2015 taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31.03.2015 from being appointed as director in terms of clause (g( 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. Company has not made provision for gratuity and leave encashment which is on payment basis-Refer Note No.28 (d).

ii. During the year Company has charged depreciation on Fixed Assets on SLM Method as per Schedule II of Companies Act, 2013. In yester Year Company charged depreciation on fixed assets as per rate mentioned in Income tax Act, 1961. This change has resulted understatement of net profit to the extent of Rs. 1, 89,964/- Hence deviation is being reported.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

The annexure referred to in our Independent Auditor's Report to the member of Superior Industrial Enterprises Limited, New Delhi for the year ended march 31st, 2015, we report that:

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

(b) The assets have been physically verified by the management during the year in our opinion the frequency of physical verification being conducted from time to time by the company appears to be reasonable having regard to the size of the company and nature of such assets. No significant discrepancy was noticed in the regard.

2. (a) Inventory of raw materials, stores, finished goods and packing material have been physically verified by the management during the year. Frequency of verification is reasonable and the procedures of physical verification of such inventories followed by management are adequate in relation to the size of company and nature of its business.

(b) Company is maintaining proper records of inventory and the discrepancies noticed during the physical verification between physical stock and book records are not material and the same have been properly dealt with.

3. Company has not granted loans to parties listed in the register maintained u/s 189 of the Companies Act, 2013; hence this provision is not applicable to the company.

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 nature of business with regard to purchase of inventory, fixed assets and with regard to sale of goods. We have not observed any major weakness in the internal control system during course of the audit.

5. Provision regarding acceptance of Public Deposit with directive issued by RBI along with Section-73 to 76 of Companies Act, 2013 is not applicable to the company as no such deposits accepted.

6. We have reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under section 148(I) of the Companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

7. a) The Company is regular in depositing wit appropriate authorities undisputed statutory dues including PF, ESI, TDS, Sales Tax, Entry Tax, Service Tax and Excise Duty except sometimes there have been delay in deposit.

b) No amount was in arrears for a period more than 6 months as regards undisputed amount payable in respect of statutory dues.

c) According to the information and explanation given to us, provision regarding the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provision of the Companies Act, 1956 and rules there under is not applicable as no fund exist.

8. In our opinion the accumulated losses of the company are not more than fifty percent of its net worth and have not incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

9. In our opinion company has not defaulted in repayment of dues to financial institution or bank during the year.

10. The company has given corporate guarantees to the Bankers for loan raised by M/s Hal Offshore Limited its Group Company under the same management. The terms and condition of the same are not prima facie prejudicial to the interest of the company.

11. Provision regarding end use of term loans is not applicable as no such loan raised by the company except Car Loan for Honda Car raised & utilized for purchase of aforesaid Car during the year.

12. During the course of our examination of the Books and Records of the company, carried out in accordance with

the generally accepted audit practices in India and according to the information and explanation given to us we have neither come across instances of any fraud on or by the company, noticed or reported during the year nor have we been informed of such cases by management.

Place: 1372, Kashmere Gate, FOR KAMAL & COMPANY

Delhi - 110006

Date: 26th Day of May, 2015 CHARTERED ACCOUNTANTS MEMBERSHIP NO. 012738

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accor- dance 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 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

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(iii) 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 Requirements

(1) As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

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 Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. except Accounting Policy Note No.28 (d) on gratuity and leave encashment which is on payment basis

e. On the basis of written representation from the Directors as on 31.03.2014 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31.03.2014 from being appointed as director in terms of clause (g (of Sub Section (1) of Section 274 of the companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us the accounts read together with our report on CARO Annexure point no. 1(c) on Depreciation along with the notes thereon and particularly note No.28(c) on the valuation of stock given the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEAPING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS OF OUR REPORT OF EVEN DATE ON ACCOUNTS OF M/S SUPERIOR INDUSTRIAL ENTERPRISES LIMITED. NEW DELHI FOR THE YEAR ENDED MARCH 31ST. 2014

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

(b) The assets have been physically verified by the management during the year in our opinion the frequency of phys- ical verification being conducted from time to time by the company appears to be reasonable having regard to the size of the company and nature of such assets. No significant discrepancy was noticed in the regard.

(c) Company has not provided yearly depreciation as per company''s Act but provided the same as per rates specified by Income Tax act, 1961 in continuation of past practice

2. (a) Inventory of raw materials, stores, finished goods and packing material have been physically verified by the man- agement during the year. Frequency of verification is reasonable and the procedures of physical verification of such inventories followed by management are adequate in relation to the size of company and nature of its business.

(b) Company is maintaining proper records of inventory and the discrepancies noticed during the physical verification between physical stock and book records are not material and the same have been properly dealt with.

3. The provision regarding granting of loan or raising loan from parties listed in the Register maintained u/s 301 of the Companies Act, 1956 is not applicable as no such loans granted/accepted from such parties during the year.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control pro- cedures commensurate with the size of the company and nature of business with regard to purchase of inventory, fixed assets and with regard to sale of goods.

5. According to information and explanation given to us transactions entered into with group''s company those are required to be entered in the Register maintained u/s 301 of the companies Act, 1956 have been entered in such register. Company has made Sales to Group Company M/s Moon Beverages Limited covered under section 301 of Companies Act, 1956 at the normal selling price applicable to all customers of the company.

6. The company has not invited any deposits from Public falling under section 58A and 58AA of Companies Act, 1956 read with the companies (Acceptance of Deposits) Rule 1975.

7. In our opinion present system of internal audit in the company is adequate and is commensurate with the size and nature of business.

8. We have broadly reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including PF, ESI, TDS, Sales Tax, except sometimes there have been delay.

(b) No amount was in arrears for a period more than 6 months as regards undisputed amount payable in respect of Sales Tax/Income tax/T.D.S. etc except sale tax appeal for financial year 2006-07 and Income Tax appeal for the assessment year 2002-03 which are pending.

(c) According to the information and explanation given to us, there are no dues of Sales Tax, Income Tax, which have not been deposited on account of any dispute.

10. Provision regarding default in repayment of loans to financial institution is not applicable as no such loan raised during the year.

11. Provision regarding maintenance of adequate records for pledge of shares, debentures and other securities is not applicable to this company as no such loans granted by the company.

12. In our opinion company is not a chit fund or Nidhi/Mutual benefit company; hence Clause 4 (XIII) of the Companies (Auditors Report) order 2003 is not applicable to this company.

13. In our opinion company is not dealing or trading in shares, securities, debenture & other investments, except for 3 par- ties listed under section 301 of companies Act, 1956 hence the provisions of Clause 4 XIV of the Companies (Auditor''s Report) order 2003 are not applicable to this company.

14. The company has given corporate guarantees to the Bankers for loan raised by M/s Hal Offshore Limited its Group Company under the same management. The terms and condition of the same are not prima facie prejudicial to the interest of the company.

15. Provision regarding end use of loans is not applicable as no such loan raised by the company.

17. The provision regarding preferential allotment of shares to parties and companies covered in the Register maintained u/s 301 is not applicable, as the company has made no such preferential allotment during the year.

18. The provisions regarding information on debenture issued and securities created are not applicable to this company as no such transaction has taken place during the year.

19. The Provision regarding end use of public issue money is not applicable as there was no public issue during the year.

20. During the course of our examination of the Books and Records of the company, carried out in accordance with the gener- ally accepted audit practices in India and according to the information and explanation given to us we have neither come across instances of material fraud on or by the company, noticed or reported during the year nor have we been informed of such cases by management.

21. According to the information and explanations given to us and on over all examination of the Balance Sheet of the Com- pany, we report that we have not found short term funds been used for long term investment. No long term founds have been used to finance short term assets, except permanent working capital.

For KAMAL AND COMPANY Chartered Accountants FRN. 001033N

(Kamal K. Gupta) Mem. No. - 012738

Place : 1372, Kashmere Gate, Delhi-110006 Dated : This 24th day of May 2014

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Mar 31, 2013

We have audited the annexed Balance Sheet of Superior Industrial Enterprises Limited, New Delhi as at 31st March 2013 and also the annexed Profit & Loss Statement of the Company for the year ended on that date annexed there to These Financial statements are the responsibility of the Company s management Our responsibility is to express our opinion on these financial statements based on our audit

We have conducted our audit in accordance with the auditing standards generally acceoted in India These standards require that we plan and perforcr the audit to obtain reasonable assurance about whether the financial Statements are free cl material misstatements. Our audit includes examining on test bas.-s. evidence supporting the amount s and disclosures in the financial statements. An audrt aiso includes assessing the accounting principles used and significant estimates made bY the management as well as evaluating the overall financial statement presematio: We believe that our audit provides a reasonable Pasis for our opinion

2 As required by the COMPANIES (AUDITOR''S REPORT) ORDER. 2003 i.CARO issued by the Central Government in terms of Section 221 [4A) of me Companies Act 1956. we enclose in Annexure a statement on the matters specified in Ihe paragraph 4 & 5 of the said order to the extent applicable to the company

3 Further to our commenis into anneyure referred to in paragraph above We ''epi"""

a} We-have obtained all the information and explanations, which to the Pest of on 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 tl e company so far as appears from our examination of the books of accoun- mane available to us

c) The Balance Sheet and Profit & Loss Statement dealt with the report a/e agreement with the books of account.

d) In our opinion the Profit and Loss Statement and the Balance Sheet dealt with la- this report comply with the accounting standards except Accounting Policy Nutp No 25 {d} on gratuity and leave encashment which is on payment basis

e) On the basis of written representation from the Directors as on 31.03.20 M anu Eafcefl on record by the Board of Directors, we report that none of the electors are disqualified as on 31.03.2013 from bemg appointed as director in terms il clause (a( of Sub Section Ml of Section 274 of the comoames Act. 1SS6

f) In our opinion and to the best of our information and according to H explanations given to us the accounts read together with our report on CAR Annexure point no 1(c) on Depreciation along with the notes thereon and particularly note No.25(c) on the valuation of stock given the information required by the Companies Act, 1956, in the manner so required and gjue a true and fail view

I In the case of consolidated Balance Sheet of the state of affairs of the company as at 31st March 2013 and

II. In the case of the consolidated Profit & Loss Statement of the Profit tot (he ye* ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF QUR REPORT OF EVEN DATE QN ACCOUNTS OF M/S SUPERIOR INDUSTRIAL ENTERPRISES LIMITED, NEW DELHI FOR THE YEAR ENDED MARCH 3157. 2013

1 (a) The Company has maintained proper records showing full particulars. i.-cL.Jr .j quantitative details and situation of fixed assets except vehicles.

(b) The assets have been physically verified by the management during the year m our opinion the frequency of physical verification being conducted from time to time by the company appears to be reasonable having regard to the size of the company and nature of such assets No significant discrepancy was noticed in the regard

(a) Debtors more than Six Months for Rs.7485393 88 are douOtful of recovery r oi opinion for which no Provision made. However Claims are recoveraoie m ihe opiniai of the Management, hence no Provision made.

(c) Company had not adjusted Profit or Loss on sale of Vanaspati & Milk MiUhme''v sold in vaster year.

3-. (a) Inventory of raw materials, stores finished goods and packing material nave been physscally verified by the management during the yes* Frequency of verification -s reasonable and the procedures of physical verification of such inventories followed by management are adequaie in relation to the size of company and nature of its business

{b} Company is maintaining proper records of inventory and the discrepant- noticed during the physicai verification between physical stoc* and book records a-e not material and the same have been properiy oea!t with

4 The provision regarding granting of loan to parties listed m the Register maintained

u/s 301 of the Companies Act. 1956 is not applicable as no such loan j.ra-i&d i sucn parties during the year Further company had raised unsecured loan from party listed under section .301 of the Companies Act 1956 and the term & condition ...L the same are not prejudicial to the interest of the Company

5. In our opinion and according to the information and explanations given io us there are adequate internal control procedures commensurate with the size of the company and nature of business With regard to purchase of inventory fixed assfiis and with regard to sale of goods.

6 According to information and explanation given to us transactions entered into between groups companies those are required to be entered m the Register maintained u/s301 of the companies Act. 1956 have been entered in such register Company has made Sales to Group Company M/s Moon Beverages Limited covered under section 301 of Companies Act. 1956. However Sales rates are not prejudice to the company as the same are market rates being charged from other customers

7 The company has not invited any Deposits from Public falling under section 5BA aba 5SAA of Companies Act. 1956 read with the companies [Accepiance of Deposits) Rule 1975

8 In our opinion present system of interna; audit m the company is adequate -and .b commensurate with the size and nature of business.

9 Though company is required to maintain books of account pursuant to the ordb'' made by the Central Government for the maintenance of cost records under section 2Q9(l)(d) of the Companies Act, 1956. yet cost audit has not been conducted unde.: cosi audit (report) Rule b 1996 of institute of Cost and works Accoucits in view of no manufacturing activity in Vanaspati carried out by the company during the year

10. Mo amount was in -arrears for a period more Than 6 months as regards und i-puted amount payable in respect of Govt dues,

Provision regarding default in repayment of loans to financial institution is not applicable as no such loan raised during the year

12 Provision regarding maintenance of adequate records for pledge r share: debentures and other securities is not applicable to this company as no such Joans granted by the company

15. In our opinion company is not a chit Fund or Nidhi/Mutual benefit ccmpa''y heni ,- Ciause 4 lXW) of the Companies (Auditors Report) order 2003 is not applicable iu this company

14 In cur opinion company is not dealing or trading in shares, secuntres, debenture S other investments, except for 2parties listed under section 301 of companies Act 1956 hence the provisions of Clause 4 X!V of the Companies (Auditors Report] order 20Q3 are not applicable to this company

15 The company has given corporate guarantees to the Bankers for loar r3iSed by Wl/s Hal Offshore Limited its Group Company under the same management The ten- - and condition of the same are not prima facie prejudicial to the interest sf ire company

16. Provision regarding end use of loans is not applicable as no such loan sised by company

During the year Company has made preferential allotment to parties IWs Mc Beverages Ltd and M/s Hindustan Aqua Ltd listed u/s 301 Act 1955 However terms and conditions of preferential allotment interest of company.

S. The provisions regarding information on debenture issued and securities created afe not applicable to this company as no such transaction has taken place during the year

19. The- Provision regarding end use of public issue money is not applicable as there was no public issue during the year.

20. During the course of our examination of the Books and Records of the company tarried out in accordance with the generally accepLeo audit practices in India and according to the information and explanation given to us we nave neitne across instances of material fraud on or by the company, noticed or reported during the year nor have we been informed of such cases by management.

21 According to the information and explanations given to us and on over an examination of the Balance Sheet of the Company, we report that we have not found short term funds been used for long term investment. No long term founds haw been used to finance short term assets except permanent working- capital

By Order of the Board of Directors

For Superior Industrial Enterprises Limited

Place: New Delhi Mukesh Aggarwal Ashok Saxena

Date: September 5,2013 Director Director

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Mar 31, 2012

1. We have audited the annexed Balance Sheet of M/s Superior Industrial Enterprises L.mited, New Delhi as at 31st March 2012 and also the annexed Profit & Loss Account of the Company for the year ended on that date annexed there to These Financial statements are the responsibility of the Company's management. Our responsibility is to express our opinion on these financial statement based on our audit.

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

2. As required by the COMPANIES (AUDITOR'S REPORT) ORDER, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in Annexure a statement on the matters specified in the paragraph 4 & 5 of the said order to the extent applicable to the company.

3. Further to our comments into annexure referred to in paragraph above. We report

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

b) In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of the books of account made available to us.

c) The Balance Sheet and Profit & Loss Account dealt with the report are in agreement with the books of account.

d) In our opinion the Profit and Loss account and the Balance Sheet dealt with by this report comply with the accounting standards except Accounting Policy Note No 23 (d) on gratuity and leave encashment which is on payment basis.

e) On the basis of written representation from the Directors as on 31.03.2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31.03.2012 from being appointed as director in terms of clause (g) of Sub Section (1) of Section 274 of the companies Act, 1956,

f) In our opinion and to the best of our information and according to the explanations given to us the accounts read together with our report on CARO Annexure point no. 1(c) on Depreciation along with the notes thereon and particularly note No.23(c) on the valuation of stock given the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

I. In the case of consolidated Balance Sheet of the state of affairs of the company as at 31 March 2012 and

II. In the case of the consolidated Profit & Loss Account of the Profit for the year ended on that date.

1) (a) The company has maintained proper records showing full particulars Including quantitative details and situation of fixed assets except vehicles.

(b) The assets have been physically verified by the management during the year. In our opinion the frequency of physical verification being conducted from time to time by the company appears to be reasonable having regard to the size of the company and nature of such assets. No significant discrepancy was noticed in the regard.

(c) During the year company has disposed a .part of Vanaspati and Milk Division i Plant & Machinery. However the term and condition of the disposal of the same are not prejudicial to the interest of the company. No Depreciation has been Calculated on such Plant and Machinery Sold/or lying in works of company.

(d) Further,No Profit or Loss has been adjusted on Part Sale of Vanaspati & Milk Unit Machinery for want of written down value on the date of Sales.

2) Debtors more than Six Months for Rs 9036996.88 are doubtful of recovery in our opinion for which no Provision made. However Claims are recoverable in the opinion of the Management, hence no Provision made.

3) (a) Inventory of raw materials, stores, finished goods and packing material have been physically verified by the management during the year. Frequency of verification is reasonable and the procedures of physical verification of such inventories followed by-management are adequate in relation to the size of company and nature of its business.

(b) Company is maintaining proper records of inventory and the discrepancies noticed during the physical verification between physical stock and book records are not material and the same have been properly dealt with.

4) The provision regarding granting of loan to parties listed in the Register maintained u/s 301 of the Companies Act, 1956 is not applicable as no such loans granted to such parties during the year. Further company had raised unsecured loan from a party listed under section 301 of the Companies Act 1956 and the term & condition of the same are not prejudicial to the interest of the company.

5) 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 nature of business with regard to purchase of inventory, fixed assets and with regard to sale of goods.

6. According to information and explanation given to us transactions entered into between group companies those are required to be entered in the Register maintained u/s301 of the companies Act, 1956 have been entered in such register. Company has made Sales to Group Company M/s Moon Beverages Limited covered under section 301 of Companies Act, 1956. However Sales rates are not prejudicial to the company as the same are market rates being charged from other customers.

7. The company has not invited any deposits from Public falling under section 58A abd 58AA of Companies Act, 1956 read with the companies (Acceptance of Deposits) Rule 1975.

8. In our opinion present system of internal audit in the company is adequate and is commensurate with the size and nature of business,

9. Though company is required to maintain books of account pursuant to the order made by the Central Government for the maintenance of cost records under section 209(l)(d) of the Companies Act, 1956, yet cost audit has not been conducted under cost audit (report) Rule b 1996 of institute of Cost and works Accounts in view of no manufacturing activity in Vanaspati carried out by the company during the year.

10. No amount was in arrears for a period more than 6 months as regards undisputed amount payable in respect of Govt dues.

11. Provision regarding default in repayment of loans to financial institution is not applicable as no such loan raised during the year.

12. Provision regarding maintenance of adequate records for pledge of shares, debentures and other securities is not applicable to this company as no such loans granted by the company.

13. In our opinion company is not a chit fund or Nidhi/Mutual benefit company, hence Clause 4 (XIII) of the Companies (Auditors Report) order 2003 is not applicable to this company.

14. In our opinion company is not dealing or trading in shares, securities, debenture & other investments, except for 2parties listed under section 301 of companies Act, 1956 hence the provisions of Clause 4 XIV of the Companies (Auditor's Report) order 2003 are not applicable to this company.

15. The company has given corporate guarantees to the Bankers for loan raised by M/s Hal Offshore Limited its Group Company under the same management. The terms and condition of the same are not prima facie prejudicial to the interest of the company.

16. Provision regarding end use of loans is not applicable as no such loan raised by the company.

17. The Provisions regarding preferential allotment of shares to parties and covered in the Register maintained u/s 301 of companies Act, 1956 is not applicable as no such preferential allotment has been made by the company during the year.

18. The provisions regarding information on debenture issued and securities created are not applicable to this company as no such transaction has taken place during the year.

19. The Provision regarding end use of public issue money is not applicable as there was no public issue during the year.

20. During the course of our examination of the Books and Records of the company, carried out in accordance with the generally accepted audit practices in India and according to the information and explanation given to us we have neither come across instances of material fraud on or by the company, noticed or reported during the year nor have we been informed of such cases by management.

21. According to the information and explanations given to us and on over all examination of the Balance Sheet of the Company, we report that we have not found short term funds been used for long term investment. No long term founds have been used to finance short term assets, except permanent working capital.

Place : 1372, Kashitoere Gate, Delhi - 110006. FOR KAMAL & COMPANY

Date : This 25th Day of May 2012 CHARTERED ACCOUNTANTS

MEMBERSHIP NO. 012738

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Mar 31, 2011

1.We have audited the annexed Balance Sheet of M/s Superior Industrial Enterprises Limited, Mew Delhi as at 31 March 2011 and also the annexed Profit & Loss Account of the Company for the year ended on that date annexed there to. These Financial statements are the- responsibility of the Company $ management. Our responsibility ;s to express our opinion on these financial statements based on our audit.

We have conducted our audit in accordance with the auditing standards generally accepted in India These standards require that we plan and perform the audit to obtain reasonable assurance about Whether the financial statements are free of material misstatements. Our audit reduces examining on test basis evidence Supporting the amount s and disclosures in the financial statements An audit also includes assess the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion

2. As required by the COMPANIES {AUDITOR'S REPORT) ORDER 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act. 1956. we enclose in Annexure a statement on the matters specified in the paragraph 4 & 5 of the said order to the extent applicable to the company.

3 Further to of the comments into annexure referred to in paragraph above We report that:

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

b) In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of the books of account made available to us

c) The Balance Sheet and Profit & Loss Account dealt with 'the report are in agreement with the books of account

d) in our opinion the Profit and Loss account and the Balance Sheet dealt With by this repel comply with the accounting standards except Accounting Policy Note Mo.2 ;a)(ix) on gratuity and leave encashment which is on payment basis.

e) On the basis or written representation from the Directors as on 31.03.2011 and taken on record by the Board of Directors, we that none of the directors are disqualified as on 31.03.2011 from being appointed as director in terms of clause (g) of Sub Section (1) of Section 274 of the companies Act, 1956 '

f) In our opinion and to the best of our information and according to the explanations given to us the accounts read together with the schedule of notes thereon end particularly note No.2 (a)(i) & (ii) on the valuation of stock given the information required by the companies Act, 1956, in the manner so required and give a true and fair view.

I. In the case of consolidated Balance Sheet of the state of affairs of the company as at 31st March 2011 and

II. In the case of the consolidated Profit & Loss Account of the Profit for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE ON ACCOUNTS OF M/S SUPERIOR INDUSTRIAL ENTERPRISES LIMITED, NEW DELHI FOR THE YEAR ENDED MARCH 31ST, 2011

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

(b) The assets have been physically verified by the management during the year in our, opinion the frequency of physical verification being conducted from time-to time by the company appears to be reasonable having regard to the size of the company and nature of such assets. No significant discrepancy was noticed in the regard.

2. a) Debtors more than Six Months for Rs.8695749.88 are doubtful of recovery in our opinion for which no Provision made. However Claims are recoverable in the opinion of the Management, hence no Provision made

(b) Company has not provided any Depreciation on Vanaspati plant or Milk plant lying inoperative since last several years. In lieu of aforesaid plant not being put to use No depreciation has been calculated on such Plant & Machinery lying in the work of the company.

(c) Company had not adjusted Profit or Loss on sale of Vanaspaii & Milk Machinery in yester year.

3. (a) inventory of raw materials, stores, finished goods and packing material have been physical verified by the management during the year Frequency of verification is reasonable and the procedures of physical verification of such inventories followed by management are adequate in relation to the size' of company and nature of its business

(b) Company is maintaining proper records of inventory and the discrepancies noticed during the physical verification between physical stock and book records are not material and the same have been properly dealt with.

4. The provision regarding granting of Joan to parties listed in the Register maintained u/s 301 of the Companies Act, 1956 is not applicable as no such loans granted to such parties during the year. Further company had raised unsecured loan from a party listed under section 301 of the Companies Act 1956 and the term & condition of the same are not prejudicial to the interest of the Company

5. In our opinion and according to the information and explanations given to us. there are adequate internal control procedures commensurate the size of the company and nature of business with regard to purchase of inventory, fixed assets and with regard to sale of goods.

6. According to information and explanation given to m transactions entered Into between croup companies ;hose ere required to be Entered in the Register maintained u/s301 of the companies Act. 1956 have been entered in such register company has made Sales to Group Company M/s Moon Beverages Limited covered under section 301 of Companies Act 1956. However Sales rates are not prejudicial to the company as, the same are market rates being charged from other customers

7. The company has not invited any deposits from Public falling under section 5BA and 58AA of Companies Act. 1956 read with the companies (Acceptance of Deposits) Rule 1575.

8. In our opinion present system of internal audit in the company is adequate and is commensurate with the size and nature of business.

9. Though company is required to minting in books of account pursuant to the order made by the Central Government for the maintenance of cost records under section 209(l)(d) of the Companies Act. 1956, yet cost audit has not been conducted under cost audit (report) Rule b 1956 of institute of Cost arid works Accounts in view of no manufacturing activity in Vanaspati carried out by the company during the year.

10. Provision regarding government dues as undisputed amount outstanding for more than six months is Nil except FBI Tax of Rs 1900/- as on 31.03.2011 Previous year Rs.1900.

11. Provision regarding default in repayment of loans to financial institution is not applicable as no such loan raised during the year.

12. Provision regarding maintenance of adequate records for pledge of shares, debentures and other securities is not applicable to this company as no such loans granted by the company

13. In our opinion company is not a chit fund or Nidhi/Mulual benefit company hence Clause 4 (XIII) of the Companies (Auditors Report) order 2003 is not applicable to this company

14. In our opinion company is not dealing or trading in shares, securities, debenture & other investments, except for 2parties listed under section 301 of companies Act, 1956 hence the provisions of Clause 4 XIV of the Companies (Auditor's Report) order 2003 are not applicable to this company.

15. The company has given corporate guaranties of the Bankers for loan raised by M/s He. Offshore limited its Group Company under the same management. The terms and condition of the same are not prima facie prejudicial to the interest of the company.

16. Provision regarding end use of loans is not applicable as no such loan raised by the company.

17. The Provisions regarding preferential allotment of shares, to parties and companies covered in the Register maintained a/s 301 of companies Act 1956 is not applicable as no such preferential allotment has been made by the company during the year.

18. The provisions regarding information on debenture issued and securities created are not applicable to this company as no such transaction has taken p:ace during the year.

19. The Provision regarding end use of public issue money is not applicable as there was no public Issue during the year

20. During the course of our examination of the Books and Records of the company, earned out r accordance with the generally accepted audit practices in India and according to the information and explanation given to us we have neither come across instances of material fraud on or by the company, noticed or reported during the year nor have we been informed of such cases by management

21. According to the information and explanations given to us and on over all exam.inat.cn of the Balance Sheet of the Company, we report that we have not found short term funds been used for long term investment. No long term founds have been used to finance short term assets, except permanent working capital.

Place : 1372, Kashmere Gate Delhi-110006 FOR KAMAL & COMPANY

Date : This 30th Day of June 2011 CHARTERED ACCOUNTANTS

MEMBERSHIP NO.012738

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Mar 31, 2010

1. We have audited the annexed Balance Sheet of Messrs SUPERIOR INDUSTRIAL ENTERPRISES LIMITED, NEW DELHI as at 31st March 2010 and also the annexed Profit & Loss Account of the Company 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 our opinion on these financial statements based on our audit.

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

2. As required by the COMPANIES (AUDITORS REPORT) ORDER, 2003 (CARO) issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in Annexure a statement on the matters specified in the paragraph 4 & 5 of the said order to the extent applicable to the company.

3. Further to our comments into annexure referred to in paragraph above. We report that:

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

b) In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of the books of account made available to us.

c) The Balance Sheet and Profit & Loss Account dealt with the report are in agreement with the books of account.

d) In our opinion the profit and loss account and the Balance Sheet dealt with by this report comply with the accounting standards except Accounting Policy Note No.2 (a) (ix) on gratuity and leave encashment which is on payment basis.

e) On the basis of written representation from the Directors as on 31.03.2010 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31.03.2010 from being appointed as director in terms of clause (g) of Sub Section (1) of Section 274 of the companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us the accounts read together with the schedule of notes thereon and particularly note No.2 (a) (i) & (ii) on the valuation of stocks given the information required by the Companies Act. 1956, in the manner so required and give a true and fair view:

I. In the case of consolidated Balance Sheet of the state of affairs of the company as at 31st March 2010 and:

II. In the case of the consolidated Profit & Loss Account of the Profit for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE ON ACCOUNTS OF M/S.SUPERIOR INDUSTRIAL ENTERPRISES LIMITED, NEW DELHI FOR THE YEAR ENDED MARCH 31,2010.

1) (a) The company has maintained proper records showing full particulars Including quantitative details and situation of fixed assets except vehicles.

(b) The assets have been physically verified by the management during the year. In our opinion the frequency of physical verification being conducted from time to time by the company appears to be reasonable having regard to the size of the company and nature of such assets. No significant discrepancy was noticed in the regard.

(c) During the year company has disposed a .part of Vanaspati and Milk Division Plant & Machinery. However the term and condition of the disposal of the same are not prejudicial to the interest of the company No Depreciation has been Calculated on such Plant and Machinery Sold /or lying in works of company .

(d) Further,No Profit or Loss has been adjusted on Part Sale of Vanaspati & Milk Unit Machinery for want of written down value on the date of Sales.

2) Debtors more than Six Months for Rs 9036996.88 are doubtful of recovery in our opinion for which no Provision made. However Claims are recoverable in the opinion of the Management ,hence no Provision made.

3) (a) Inventory of raw materials, stores, finished goods and packing material have been physically verified by the management during the year. Frequency of verification is reasonable and the procedures of physical verification of such inventories followed by. management are adequate in relation to the size of company and nature of its business.

(b) Company is maintaining proper records of inventory and the discrepancies noticed during the physical verification between physical stock and book records are not material and the same have been properly dealt with.

4) The provision regarding granting of loan to parties listed in the Register maintained u/s 301 of the Companies Act, 1956 is not applicable as no such loans granted to such parties during the year. Further company had raised unsecured loan from a party listed under section 301 of the Companies Act 1956 and the term & condition of the same are not prejudicial to the interest of the company.

5) 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 nature of business with regard to purchase of inventory, fixed assets and with regard to sale of goods.

6) According to information and explanation given to us transactions entered into between group companies those are required to be entered in the Register maintained u/s 301 of the companies Act, 1956, have been entered in such register, Company has made Sales to a Group Company M/s Moon Beverages Ltd covered under Sec 301 of Companies Act 1956.However Sales rates are not prejudicial to the company as the same are market rates being charged from other customers.

7) The company has not invited any deposits from public falling under section 58A and 58AA of Companies Act, 1956 read with the companies (Acceptance: of Deposits) Rule 1975.

8) In our opinion present system of internal audit in the company is adequate and is commensurate with the size and nature of business.

9) Though company is required to maintain books of account pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act 1956, yet cost audit has not been conducted under cost audit (report) Rule b 1996 of Institute of Cost and works Accounts in view of no manufacturing activity in Vanaspati carried out by the company during the year.

10) Provision regarding government dues as undisputed amount outstanding for more than six months is Nil except FBT Tax of Rsl900.00as on 31.3.2010.Frevious year Rs 1900.00

ll)The company has accumulated Losses as at 31st March 2010 but has not incurred cash losses in the financial year ended on that date except loss of Rs 647940.00 was reported in the immediately preceding financial year.

12) Provision regarding default in repayment of loans to Financial Institution is not applicable as no such loan raised during the year.

13) Provision regarding maintenance of adequate records for pledge of shares, debentures and other securities is not applicable to this company as no such loans panted by the company.

14) In our opinion company is not a chit fund or Nidhi/Mutual benefit company, hence Clause 4(XIII) of the Companies (Auditors Report) order 2003 is not applicable to this company.

15) In our opinion company is not dealing or trading in shares, securities, debenture & other investments, except for 2 parties listed under section 301 of companies Act 1956 hence the provisions of Clause 4XIV of the Companies (Auditors Report) order 2003 are not applicable to this company.

16) The company has given corporate guarantees to the Bankers for loan raised by M/s Hal off Shore Limited its group company under the same management. The terms and condition of the same are not prima facie prejudicial to the interest of the company.

17) Provision regarding end use of loans is not applicable as no such loan raised by the company.

18) The provisions regarding preferential allotment of shares to parties and companies covered in the Register maintained u/s 301 of companies Act, 1956 is not applicable as no such preferential allotment has been made by the company during the year.

19) The provisions regarding information on debenture issued and securities created is not applicable to this company as no such transaction has taken place during the year.

20) The Provision regarding end use of public issue money is not applicable as there was no public issue during the year.

21) During the course of our examination of the Books and Records of the company, carried out in accordance with the generally accepted audit practices in India and according to the information and explanations given to us we have neither come across instances of material fraud on or by the company, noticed or reported during the year nor have we been informed of such cases by management.

22) According to the information and explanations given to us and on over all examination of the Balance Sheet of the company, we report that we have not found short term funds been used for long term investment. No long term funds have been used to finance short term assets, except permanent working capital.

Place 1372, KASHMERE GATE, DELHI-110006 FOR KAMAL & COMPANY

Date THIS DAY OF May 2010 CHARTERE ACCOUNTANTS

MEMBERSHIP NO. 12738