Auditor Report of Premier Ltd.

Mar 31, 2016

Independent Auditors'' Report

To The Members of Premier Limited

Report on the Standalone Financial Statements

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

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the ''Annexure A'' a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements at Note - 28;

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

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

Re: Premier Limited

ANNEXURE - A to the Independent Auditor''s Report

Referred to in paragraph 1 on Report on Other Legal and Regulatory Requirements of our report.

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

b. A substantial portion of these fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c. The title deeds of immovable properties of the Company are mortgaged with Banks and the confirmation for the same is obtained from the lead Bank.

ii. Physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed on physical verification.

iii. The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 except for an unsecured loan to one company so covered where the amount recoverable as at the year-end is Rs.287.13 Lacs.

a. The above loan has been given to an entity at an interest rate of 12% wherein the Company has also made a strategic investment in its Equity and is without any stipulation as regard to its repayment. In view of the controlling interest and long term strategies of the management the terms and conditions of this loan are not, prima facie, prejudicial to the interest of the Company.

b. In view of what is stated at (a) above, there is no schedule of repayment of principal and payment of interest and there is no repayment or receipts received during the year.

c. In view of what is stated at (a) above the amount overdue cannot be determined and therefore the question of Company taking reasonable steps for recovery of principal amount and interest cannot be commented upon.

iv. The Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans given, investments made, guarantees and security given by the Company.

v. The Company has not accepted any deposits during the year from public in terms of section 73 of the Companies Act, 2013. However there are certain advances from customers of Rs.2664.05 Lacs that could not be appropriated with in a period of 365 days of its acceptance against supply of goods as mainly it is towards the supply of heavy machines which has a long lead time for manufacture and moreover there are certain subsequent changes in technical specifications requested by the customers.

In respect of fixed deposits accepted from public in earlier years and which could not repaid due to the liquidity constraints of the Company amounting to Rs.3094.66 Lacs as at the year end, the Company had filed a petition before the Company Law Board as per section 74(2) of the Companies Act, 2013 seeking extension of time for repayment. Orders dated 22nd January, 2016 and 29th March, 2016 have been passed in this regard by Company Law Board (CLB) and the CLB has given directions to repay the deposits along with interest as under in a phased manner during the financial year 2016-17 ending on 31st March, 2017 as detailed in Note No. 7(d).

As per the direction given in the Order, an amount of Rs. 458.25 Lacs for fixed deposits repayment and an amount of Rs. 155.11 Lacs have been transferred on 29th April, 2016 to separate designated Bank Accounts for effecting the repayments.

vi. The Central Government has specified the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013. Such accounts and records have been made and maintained by the Company.

vii. a. The Company is generally not regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities.

Sr. No	Name of the Statute	Nature of the Dues	Amount ( Rs. Lakhs)	Period to which the amount relates	Due Date	Date of payment
1.	Central Excise Act, 1944	Interest on Excise Duty	93.81	29/08/2012 to 22/03/2013	August 2015	Repaid in April, 2016 Rs. 71.91 Lacs
2.		Excise Duty	115.00	Mar 2015	31/03/2015	Not paid till date
3.	Provident Fund Act, 1952	Provident Fund Due (Both Employer & employee share)	37.87	Jul 2015 and Aug 2015	Rs. 19.00 Lacs on 15/08/2015 and Rs.18.87 Lacs on 15/09/2015	Not paid till date
4.	ESIC Act, 1948	ESIC	1.10	Jul 2015 and Aug 2015	Rs. 0.55 Lacs on 21/08/2015 and Rs.0.55 Lacs on 21/09/2015	Not paid till date
5.	Income Tax Act,1961	Income Tax Deducted at Source	29.58	Jul 2015 and Aug 2015	Rs.13.17 Lacs on 07/08/2015 and Rs.16.41 Lacs on 07/09/2015	Not paid till date
6.	Profession Tax Act, 1975	Profession Tax	2.02	Jul 2015 and Aug 2015	Rs. 1.01 Lacs on 25/08/2015 and Rs.1.01 Lacs on 25/09/2015	Not paid till date
7.		Property Tax	22.87		30/09/2015	Not paid till date
8.	Bombay Provincial Municipal Corporation (Local Body Tax) Rules, 2010	Local Body Tax	188.99	Jul 2015 and Aug 2015	Rs.6.05 Lacs on 20/02/2015 Rs.15.06 Lacs on 20/03/2015 Rs.12.44 Lacs on 20/04/2015 Rs. 18.00 Lacs on 20/05/2015 Rs.36.33 Lacs on 20/06/2015 Rs.41.71 Lacs on 20/07/2015 Rs.44.03 Lacs on 20/08/2015 Rs.15.37 Lacs on 20/09/2015	Not paid till date

b. Dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax that have not been deposited on account of any dispute are as under.

Sr. No	Name of the Statute	Nature of the Dues	Amount ( Rs. Lakhs)	Period to which the amount relates	Forum where dispute is pending
1	The Central Excise Act, 1944	Penalty	10.00	1997 to 2000	CESTAT

viii. The Company has defaulted in repayment of loans or borrowing to a financial institution, bank, government or dues to debenture holders as detailed below.

Particulars - Name of the lender	Amount of default as at the balance sheet date	Period of default
State Bank of India - Term Loan	Principal amount Rs.25 Lacs and Interest Rs.149.87 Lacs	0 to 30 days
State Bank of India - Corporate Loan	Interest Rs.10.91 Lacs	0 to 30 days
The Jammu & Kashmir Bank Ltd. -Corporate Loan	Principal amount Rs.6150 Lacs and Interest Rs.800.70 Lacs	0 to 11 months
Corporation Bank - Working capital term loan	Interest Rs.91.34 Lacs	0 to 60 days
State Bank of Hyderabad -Corporate Loan	Interest Rs.11.14 Lacs	0 to 30 days
First Leasing Company of India Limited	Principal amount Rs.198.26 Lacs and Interest Rs.44.50 Lacs	0 to 12 months

ix. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year.

x. Any fraud by the Company or any fraud on the Company by its officers or employees has not been noticed or reported during the year.

xi. Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii. The Company is not a Nidhi Company and therefore the compliance requirements relevant to a Nidhi Company are not applicable.

xiii. All transactions with related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the standalone financial statements etc. as required by the applicable accounting standards.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review, therefore the compliance of the requirement of section 42 of the Companies Act, 2013 are not applicable.

xv. Pursuant to the provisions of section 192 of the Companies Act, 2013, the Company has not entered into any non-cash transactions with directors or persons connected with him/her.

xvi. The Company is not required to be registered under section 45-1(A) of the Reserve Bank of lndia Act, 1934.

ANNEXURE - B to the Independent Auditor''s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") referred to in paragraph 2 (f) on Report on Other Legal and Regulatory Requirements of our report.

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

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

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

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

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion the Company has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

K.S.Aiyar & Co.

Chartered Accountants

ICAI Firm Registration Number: 100186W

Rajesh S. Joshi Partner

Membership No. 38526

Place of Signature: Mumbai

Date: 20th May, 2016

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Mar 31, 2015

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

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with 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 thedisclosures in the financial statements. The procedures selected depend on the auditor's judgment,including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of 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 sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

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

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and 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 28 to the financial statements;

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

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

Annexure Re: Premier Limited Referred to in paragraph 1 of our Report on Other Legal and Regulatory Requirements

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

b. A substantial portion of these fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(ii) a. Physical verification of inventory has been conducted at reasonable intervals by the management;

b. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) a. The Company has granted an unsecured loan to one party covered in the register maintained under section 189 of the Companies Act. Amount recoverable as at the year-end is Rs. 246.11 Lacs.

b. The above loan has been given to an entity wherein the Company has also made strategic investment and without any stipulation as regard to its repayment. We have been informed by the management that in view of the revival plan envisaged, the terms and conditions of this loan are not, prima facie, prejudicial to the interest of the Company.

c. In view of what is stated at (a) above the amount overdue cannot be determined and therefore the question of Company taking reasonable steps for recovery of principal amount and interest cannot be commented upon.

(iv) 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 and services. We have not come across any continuing failure to correct major weaknesses in internal control system.

(v) The Company had accepted deposits prior to the commencement of Companies Act, 2013. In terms of section 74(1)(b) of the Act such deposits amounting to Rs.3095.83 Lacs have been repaid during the year and an amount of Rs.3974.66 Lacs and interest accrued thereon of Rs. 401.10 Lacs are unpaid as at the year end. Therefore, the Company has filed a petition before the Company Law Board as per section 74(2) of the Companies Act, 2013.

During the year, the Company has not accepted any deposits from public in terms of section 73 of the Companies Act, 2013.

We are informed that no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, hence the question of reporting on whether the same has been complied with or not does not arise.

(vi) The Central Government has specified the maintenance of cost records under sub-section (l) of section 148 and such accounts and records have been made and maintained by the Company.

(vii) a. The Company is generally regular in depositing undisputed statutory dues including provident fund, employees 'state insurance, income-tax, sales-tax, wealth tax,service tax, duty of customs, duty of excise, value added tax cess and any other statutory dues with the appropriate authorities.

According to the records of the Company, the undisputed statutory dues that have remained unpaid for a period of more than six months from the date they become payable as of 31st March, 2015 is Investor Education and Protection Fund of Rs.0.21 lacs which has been retained by the Company as per the orders of the Kolkata High Court.

b. According to the records of the Company, in case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute are as under.

S.No Name of the Nature of the Amount Statute Dues ( Rs. Lakhs)

The Central 1 Penalty 10.00 Excise Act

The Central 2. Interest 289.61 Excise Act

Name of the Statue Period to which Forum where dispute is pending the amount relates The Central Excise Act 1997 CESTAT to 2000

The Central Excise Act 29-08-2012 to 22-03-2013 Supreme Court of India

c. The amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act,1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year and it has incurred cash losses in this financial year but it has not incurred any cash losses in the immediately preceding financial year.

(ix) The Company has defaulted in repayment of dues of loans from banks of Rs.1650 Lacs towards principal amount and Rs. 495.95 Lacs towards interest due thereon as at the year end. The default was ranging up to 70 days. We are informed that Rs.550 Lacs towards principal amount and Rs.55 Lacs towards interest have since been repaid till to-date.

(x) The company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) Term loans were applied for the purpose for which the loans were obtained;

(xii) No fraud on or by the company has been noticed or reported during the year.

For K.S.Aiyar & Co.

Chartered Accountants Firm's Registration Number: 100186W

Rajesh S. Joshi Partner

Membership No. 38526 Place of Signature: Mumbai Date: 30th April, 2015

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Mar 31, 2014

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

Management"s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") 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 fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor"s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with 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 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 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:

(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.

Emphasis of Matter:

Without qualifying our opinion,

Note 9(b) to the financial statements regarding non-recognition of income in respect of compensation receivable against compulsory acquisition of certain Land of the Company by Railways as amount is unascertained.

We draw attention to Note No. 28(c) to the financial statements regarding interest demand of Rs.3.90 Crores, which has been considered as Contingent liability, in view of the writ petition filed by the Company against said demand.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor"s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of 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 under provisions of section 227(3) of the Companies Act, 1956, 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;

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the 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.

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 Act.

Annexure Re: Premier Limited Referred to in paragraph 1 of our Report on Other Legal and Regulatory Requirements

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

b. A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on physical verification were not material and properly dealt with in the books of account.

c. The fixed assets disposed off during the year were not substantial. According to the information and explanation given to us; we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

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

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and according to the explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and properly dealt with in the books of account.

(iii) a. The Company has granted unsecured loans to one company covered in the register maintained under section 301 of the Companies Act, 1956 wherein the balance recoverable as at the year end is Rs.186.15 Lakhs. (Maximum balance during the year Rs.186.15 Lakhs).

b. The above Loan has been given to an entity wherein the Company has also made strategic investment and therefore it is interest free. We have been informed by the management that in view of the revival plan envisaged, the rate of interest and other terms and conditions of loans given by the Company, secured or unsecured to the said party listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company.

c. In respect of the above loan granted there is no stipulation as regard receipt/renewal of the principal amount.

d. There is no overdue amount of more than rupees one lakh of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

e. The Company has taken unsecured loan from seven parties listed in the register maintained under section 301 of the Companies Act, 1956 wherein the balance payable as at the year end is Rs. 2108 Lakhs (Maximum balance outstanding during the year Rs. 2595 Lakhs).

f. In our opinion and according to the explanations given to us, the rate of interest and other terms and conditions of the aforesaid loan are not, prima facie prejudicial to the interest of the company.

g. In our opinion and according to the explanations given to us, the company is regular in paying the principal and interest as stipulated.

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

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

b. There are no transactions made for purchase or sale of goods or services exceeding the value of five lakh rupees in respect of any party listed in the register maintained under section 301 of the Companies Act, 1956.

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

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

(viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant to the Rules 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. However, we have not made a detailed examination of the records for determining whether they are accurate or complete.

(ix) a. The company is generally regular in depositing with appropriate authorities undisputed statutory dues regarding wealth tax, customs duty, excise duty, cess and other statutory dues applicable to it.

b. According to the record of the Company, the undisputed statutory dues that have remained unpaid for a period of more than six months from the date they become payable as of 31st March, 2014. are (i) Local Body Tax of Pimpri-Chinchwad Municipal Corporation Rs.32.81 Lakhs for the months of August, 2014 and September, 2014 (ii) Octroi duty Rs.21.40 Lakhs for the month of March, 2014 (iii) Investor Education and Protection Fund of Rs.0.21 Lakhs which has been retained by the Company as per the orders of the Kolkata High Cour.t

c. According to the records of the Company, the disputed statutory dues on accounts of sale tax, income-tax, customs tax/wealth-tax, service Tax, excise duty/cess which have not been deposited on account of any dispute are as follows:

Sr. Name of the Nature of the Amount Period to which No Statute Dues (Rs.Lakhs) the amount relates

The Central 1997 1 Penalty 10.00 Excise Act to 2000

The Central Excise Duty 4.92 July, 1996 to Sept., 2. Excise Act Penalty 0.50 1996

3. FEMA Penalty 65.49 1996-97

The Central May, 1992 to 4. Excise Duty 26.43 Excise Act Sept., 1992

The Central Excise Duty 11.10 5. June, 1989 Excise Act Penalty 11.10

The Central 29.08.2012 to 6 Interest 389.61 Excise Act 22.03.2013

Name of the Statute Forum where between dispute is pending

The Central Excise Act CESTAT

The Central Excise Act The matter has referred back to the Commissioner of Central Excise for denovo adjudication by CESTAT.

FEMA The Special Director (Appeals) FEMA &, Commissioner of Income Tax (Appeals-6) Mumbai vide order dated 14.12.2012 has referred back the matter to Assistant Director (Directorate of Enforcement), Mumbai for fresh adjudication.

The Central Excise Act CESTAT

The Central Excise Act CESTAT

The Central Excise Act High Court Mumbai

(x) The Company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by our audit and also during the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank during the year.

(xii) The Company has not granted any loans on the basis of security by way of pledge of shares, debentures and other securitie.s

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the company.

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

(xv) The company has not given any guarantee for loans taken by others from bank or financial institutions.

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

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

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

(xix) The Company has not issued any secured debentures during the year nor has any outstanding debentures during the year.

(xx) The Company has not raised money by public issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit

For K. S. Aiyar & Co.

Chartered Accountants Firm Registration No.100186W

Raghuvir M. Aiyar, Partner (MNo.- 38128)

Place : Mumbai,

Date : 7th May 2014

---

Mar 31, 2013

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with 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 judgement, 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

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

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

Emphasis of Matter:

We draw attention to:

Note 27(1) and 27(2) to the financial statements regarding Excise Duty payment of earlier years amounting to Rs.4928.80 Lacs and Intangible assets under development written off amounting to Rs.12600.38 Lacs for the reasons detailed therein.

Note 9(a, b and c) to the financial statements regarding Sale of certain Land for Rs. 44000 Lacs, non-recognition of income in respect of compensation receivable against compulsory acquisition of certain Land of the Company by Railways as amount is unascertained and release of revaluation reserve of Rs.26013.09 Lacs upon sale of Land to the Statement of Profit and Loss.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") 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 under provisions of section 227(3) of the Companies Act, 1956, 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;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in subsection (3C) of section 211 of the Act;

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 Act.

Annexure

Re: Premier Limited

Referred to in paragraph 1 of our Report on Other Legal and Regulatory Requirements

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

b. A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on physical verification were not material and properly dealt with in the books of account.

c. The fixed assets disposed off during the year were not substantial. According to the information and explanation given to us; we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

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

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and according to the explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and properly dealt with in the books of account.

(iii) a. The Company has granted unsecured loans to one company covered in the register maintained under section 301 of the Companies Act, 1956 wherein the balance recoverable as at the year end is Rs.154 Lakhs. (Maximum balance during the year Rs.154 Lakhs).

b. The above Loan has been given to an entity wherein the Company has also made strategic investment and therefore it is interest free. We have been informed by the management that in view of the revival plan envisaged, the rate of interest and other terms and conditions of loans given by the Company, secured or unsecured to the said party listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima- facie, prejudicial to the interest of the Company.

c. In respect of the above loan granted there is no stipulation as regard receipt/ renewal of the principal amount.

d. There is no overdue amount of more than rupees one lakh of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

e. The Company has taken unsecured loan from seven parties listed in the register maintained under section 301 of the Companies Act, 1956 wherein the balance payable as at the year end is Rs. 1595 Lakhs (Maximum balance outstanding during the year Rs. 2020 Lakhs).

f. In our opinion and according to the explanations given to us, the rate of interest and other terms and conditions of the aforesaid loan are not, prima facie prejudicial to the interest of the company.

g. In our opinion and according to the explanations given to us, the company is regular in paying the principal and interest as stipulated.

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

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

b. There are no transactions made for purchase or sale of goods or services exceeding the value of five lakh rupees in respect of any party listed in the register maintained under section 301 of the Companies Act, 1956.

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

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

(viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant to the Rules 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. However, we have not made a detailed examination of the records for determining whether they are accurate or complete.

(ix) a. The company is generally regular in depositing with appropriate authorities undisputed statutory dues regarding wealth tax, customs duty, excise duty, cess and other statutory dues applicable to it.

b. According to the records of the Company, there are no undisputed dues payable in respect of provident fund, employees'' state insurance, income-tax, sales tax, service tax which are outstanding for more than six months from the date they become payable as of 31st March, 2013. Investor Education and Protection Fund of Rs.0.21 lakhs has remained unpaid for a period of more than six months from the date it has become payable. The same has been retained by the Company as per the orders of the Kolkata High Court.

c. According to the records of the Company, the disputed statutory dues on accounts of sale tax, income-tax, customs tax/wealth-tax, service Tax, excise duty/cess which have not been deposited on account of any dispute are as follows:

Sr. Name of Nature of Amount No. the Statute the Dues (Rs. Lakhs)

The 1 Central Penalty 10.00 Excise Act

The Excise 4.92 2. Central Duty 0.50 Excise Act Penalty

3. FEMA Penalty 65.49

The 4. Central Excise 26.43 Excise Act Duty

The Excise 11.10 5. Central Duty 11.10 Excise Act Penalty

Name of the Statute Period to which the Forum where between amount dispute is pending relates

The Central Excise Act The matter has referred 1997 back to the Commissioner of to 2000 Central Excise for denovo adjudication by CESTAT.

The Central Excise Act The matter has referred July, 1996 to back to the Commissioner of Sept., 1996 Central Excise for denovo adjudication by CESTAT.

FEMA The Special Director (Appeals) FEMA &, Commissioner of Income Tax (Appeals-6) Mumbai vide order dated 14.12.2012 1996-97 has referred back the matter to Assistant Director (Directorate of Enforcement), Mumbai for fresh adjudication.

The Central Excise Act May 1992 to CESTAT Sept., 1992

The Central Excise Act June, 1989 CESTAT

(x) The Company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by our audit and also during the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank during the year.

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

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the company.

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

(xv) The company has not given any guarantee for loans taken by others from bank or financial institutions.

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

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

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

(xix) The Company has not issued any secured debentures during the year nor has any outstanding debentures during the year.

(xx) The Company has not raised money by public issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit For K. S. Aiyar & Co.

Chartered Accountants

Firm Registration No. 100186W

Raghuvir M. Aiyar

Partner (M No.- 38128)

Place : Mumbai Date: 30th April ''13

---

Mar 31, 2012

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

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

(3) As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(4) Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

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

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

vi. In our opinion and to the best of our information -and according to the explanations given to us, the said financial statements together with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2012;

b. in the case of the statement of profit and loss , of the profit for the year ended on that date; and

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

Annexure

Re: Premier Limited

Referred to in paragraph 3 of our report of even date,

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

b. A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on physical verification were not material and properly dealt with in the books of account.

c. The fixed assets disposed off during the year were not substantial. According to the information and explanation given to us; we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

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

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and according to the explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and properly dealt with in the books of account.

(iii) a. The Company has granted unsecured loans to one company covered in the register maintained under section 301 of the Companies Act, 1956 wherein the balance recoverable as at the period end is Rs.101.56 Lakhs. (Maximum balance during the year Rs.101.56 Lakhs)

b. The above Loan has been given to an entity wherein the Company has also made strategic investment and therefore it is interest free. We have been informed by the management that in view of the revival plan envisaged, the rate of interest and other terms and conditions of loans given by the Company, secured or unsecured to the said party listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company.

c. In respect of the above loan granted there is no stipulation as regard receipt/renewal of the principal amount.

d. There is no overdue amount of more than rupees one lakh of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

e. The Company has taken unsecured- loan from eight parties listed in the register maintained under section 301 of the Companies Act,1956 wherein the balance payable as at the year end is Rs. 1575 Lakhs (Maximum balance outstanding during the year Rs 1960 Lakhs).

f. In our opinion and according to the explanations given to us, the rate of interest and other terms and conditions of the aforesaid loan are not, prima facie prejudicial to the interest of the company.

g. In our opinion and according to the explanations given to us, the company is regular in paying the principal and interest as stipulated.

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

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

b. There are no transactions made for purchase or sale of goods or services exceeding the value of five lakh rupees in respect of any party listed in the register maintained under section 301 of the Companies Act,1956.

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

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

(viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant to the Rules 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. However, we have not made a detailed examination of the records for determining whether they are accurate or complete.

(ix) a. The company is generally regular in depositing with appropriate authorities undisputed statutory dues regarding wealth tax, customs duty, excise duty, cess and other statutory dues applicable to it.

b. According to the records of the Company, there are no undisputed dues payable in respect of provident fund, employees' state insurance, income- tax, sales tax, service tax which are outstanding for more than six months from the date they become payable as of 31st March, 2012.

Investor Education and Protection Fund of Rs.0.21 lakhs has remained unpaid for a period of more than six months from the date it has become payable. The same has been retained by the Company as per the orders of the Kolkata High Court.

c. According to the records of the company, the disputed statutory dues on accounts of sale tax, income-tax, customs tax/wealth-tax, service Tax, excise duty/cess which have not been deposited on account of any dispute are as follows:

Period to Name of the Nature of Amount which the Forum where between Sr. No Statute the Dues Rs. (Lakhs) amount dispute is pending relates

The Central 1997 1 Excise Act Penalty 10.00 CESTAT to 2000

CESTAT sent the matter for Excise July, 1996

The Central Duty 4.92 to Sept de-novo adjudi cation to the 2. Excise Act 0.50 Assistant Commissioner of Penalty 1996 Central Excise.

Directorate of Enforcement 3. FEMA Penalty 65.49 1996-97 has appealed to the Supreme Court.

The Central Excise May 1992 4. 26.43 to CESTAT Excise Act Duty Sept.1992

The Central Excise 11.10 5. Duty June, 1989 CESTAT Excise Act 11.10 Penalty

(x) The Company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by our audit and also during the immediately preceding financial year.

(xi) In our opinion and according to the- information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank during the year.

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

(xiii) The Company is not a chit fund or a nidhi I mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the company.

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

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

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

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that Rs. 9699.86 Lakhs raised on short- term basis have been used for long-term investment/applications.

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

(xix) The Company has not issued any secured debentures during the year nor it has any outstanding debentures during the year.

(xx) The Company has not raised money by public issues during the year.

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

For K. S. Aiyar & Co.

Chartered Accountants

Firm Registration No. 100186W

Raghuvir M. Aiyar

Partner (M No:- 38128)

Place : Mumbai

Date : 25th April '12

---

Mar 31, 2011

(1) We have audited the attached Balance Sheet of Premier Ltd. as at 31st March 11, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

(3) As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(4) Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

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

v. On the basis of written representations received from the directors, as on 31st March 11 and taken on record by the Board of Directors, we report that none of the directors of the Company are disqualified as on 31st March 11 from being appointed as a director, in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the balance sheet, of the state of affairs of the Company as at 31st March 11;

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 the cash flow statement, of the cash flows for the year ended on that date.

Annexure Re: Premier Limited Referred to in paragraph 3 of our report of even date,

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

b. A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on physical verification were not material and properly dealt with in the books of account.

c. The fixed assets disposed off during the year were not substantial. According to the information and explanation given to us; we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

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

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and according to the explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and properly dealt with in the books of account.

(iii) a. The Company has not granted any unsecured loan to any party listed in the register maintained under section 301 of the Companies Act, 1956. In view of (iii)(a) above, the requirements of clause (iii)(b), (iii)(c) and (iii)(d) of the Order are not applicable.

b. The Company has taken unsecured loan from four parties listed in the register maintained under section 301 of the Companies Act, 1956 wherein the balance payable as at the year end is Rs. 4,47,00,000/- (Maximum balance outstanding during the year Rs. 4,53,00,000/-).

c. In our opinion and according to the explanations given to us, the rate of interest and other terms and conditions of the aforesaid loan are not, prima facie prejudicial to the interest of the company.

d. In our opinion and according to the explanations given to us, the company is regular in paying the principal and interest as stipulated.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the

company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

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

b. There are no transactions made for purchase or sale of goods or services exceeding the value of five lakh rupees in respect of any party listed in the register maintained under section 301 of the Companies Act, 1956.

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

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

(viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant to the Rules 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. However, we have not made a detailed examination of the records for determining whether they are accurate or complete.

(ix) a. The company is generally regular in depositing with appropriate authorities undisputed statutory dues regarding wealth tax, customs duty, excise duty, cess and other statutory dues applicable to it.

b. According to the records of the Company, there are no undisputed dues payable in respect of provident fund, employees state insurance, income-tax, sales tax, service tax which are outstanding for more than six months from the date they become payable as of 31st March 11. Investor Education and Protection Fund of Rs. 0.21 lakhs has remained unpaid for a period of more than six months from the date it has become payable. The same has been retained by the Company as per the orders of the Kolkata High Court.

c. According to the records of the Company, the disputed statutory dues on accounts of sale tax, income-tax, customs tax/wealth-tax, service Tax, excise duty/cess which have not been deposited on account of any dispute are as follows: Period to Sr. Name of No. the Nature of Amount which the Forum where dispute Statute the Dues Rs. (Lakhs) amount is pending relates

CESTAT sent the matter for

1. The Central 1997 to de-novo 2000 adjudication to the

Penalty 200.00

Excise Act Commissioner of Central Excise.

CESTAT sent the matter for 2. The Central Excise 4.92 July,1996 to de-novo adjudication Duty to the Excise Act Penalty 0.50 Sept., 1996 Assistant Commissioner of Central Excise.

Directorate of Enforcement 3. FEMA Penalty 65.49 1996-97 has appealed to the Supreme Court.

4. The Central Excise May, 1992 to Excise Act Duty 26.43 Sept., 1992 CESTAT

5. The central Excise June, 1989 CESTAT Excise Act Duty 11.10 penalty 11.10

(x) The Company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by our audit and also during the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank during the year.

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

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the company.

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

(xv) The company has not given any guarantee for loans taken by others from bank or financial institutions.

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

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

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

(xix) The Company has not issued any secured debentures during the year nor it has any outstanding debentures during the year.

(xx) The Company has not raised money by public issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit

For K.S.Aiyar & Co.

Chartered Accountants Firm Registration No. 100186W

Raghuvir M. Aiyar Partner (M No.-38128)

Place : Mumbai Date :21st April 11

---

Mar 31, 2010

(1) We have audited the attached Balance Sheet of Premier Ltd. as at 31st March, 2010, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

(3) As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditor?s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(4) Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

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

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

vi. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2010;

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

c. in the case of the cash flow statement, of the cash flows for the year ended on that date. Annexure Re: Premier Limited Referred to in paragraph 3 of our report of even date,

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

b. A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed on physical verification were not material and properly dealt with in the books of account.

c. The fixed assets disposed off during the year were not substantial. According to the information and explanation given to us; we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

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

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and properly dealt with in the books of account.

(iii) a. The Company has not granted any unsecured loan to any party listed in the register maintained under section 301 of the Companies Act, 1956. In view of (iii)(a) above, the requirements of clause (iii)(b), (iii)(c) and (iii)(d) of the Order are not applicable.

b. The Company has taken unsecured loan from four parties listed in the register maintained under section 301 of the Companies Act, 1956 wherein the balance payable as at the year end is Rs. 3,08,00,000/- (Maximum balance outstanding during the year Rs. 3,10,00,000/-).

c. in our opinion and according to the explanations given to us, the rate of interest and other terms and conditions of the aforesaid loan are not, prima facie prejudicial to the interest of the Company.

d. In our opinion and according to the explanations given to us, the Company is regular in paying the principal and interest as stipulated.

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

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

b. There are no transactions made for purchase or sale of goods or services exceeding the value of five lakh rupees in respect of any party listed in the register maintained under section 301 of the Companies Act, 1956.

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

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

(viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant to the Rules 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. However, we have not made a detailed examination of the records for determining whether they are accurate or complete.

(ix) a. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues regarding wealth tax, customs duty, excise duty, cess and other statutory dues applicable to it.

b. According to the records of the Company, there are no undisputed dues payable in respect of provident fund, employees? state insurance, income-tax, sales tax, service tax which are outstanding for more than six months from the date they become payable as of 31st March, 2010. Investor Education and Protection Fund of Rs.0.21 lakhs has remained unpaid for a period of more than six months from the date it has become payable. The same has been retained by the Company as per the orders of the Kolkata High Court.

c. According to the records of the Company, the disputed statutory dues on accounts of sales

tax, income-tax, customs tax/wealth-tax, service Tax, excise duty/cess which have not been deposited on account of any dispute are as follows:

Name of the Nature of the Amount

Sr. No Statute Dues Rs. (Lakhs)



1. The Central

Penalty 200.00 Excise Act

2. The Central Excise Duty 4.92 Excise Act Penalty 0.50

3. FEMA Penalty 65.49

4. The Central

Excise Duty 26.43 Excise Act

5. The Central Excise Duty 11.10

Excise Act Penalty 11.10

Tax and 6. Income Tax 714.56

Interest

Period to which the Forum where dispute amount is pending relates

CESTAT sent the matter for denovo The Central 1997 to 2000 adjudication to the Commissioner of Excise Act Central Excise.

CESTAT sent the matter for denovo The Central July 1996 to Excise Act adjudication to the Assistant Sept., 1996

Commissioner of Central Excise.

Directorate of Enforcement has FEMA 1996-97

appealed to the Supreme Court.

The Central May, 1992 to Excise Act Sept.,1992 CESTAT

The Central June, 1989 CESTAT Excise Act Income Tax A.Y.2007-08 CIT Appeal

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

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank during the year.

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

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund /society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

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

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

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

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

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

(xix) The Company has not issued any secured debentures during the year nor it has any outstanding debentures during the year.

(xx) The Company has not raised money by public issues during the year.

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

For K.S.Aiyar & Co.

Chartered Accountants

Firm Registration No. 100186W

Raghuvir M. Aiyar Partner (M No.- 38128)