Auditor Report of Ravi Kumar Distilleries Ltd.

Mar 31, 2015

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

2. Management's Responsibility for the Financial Statements

The management and Board of Directors of the Company are 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 Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are 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.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. 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 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 accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Emphasis of Matters Without qualifying our opinion, we draw attention to the following:

a. Reference is invited to Note No. 17 regarding pending confirmations and reconciliations with sundry debtors and sundry creditors; Note No. 5.3 regarding balances of tie-up parties and Note No 14.1 regarding advances to suppliers which might require adjustments in the financial statements. Further, in case of' Advances to Suppliers' which have been classified as' Long Term Advances'; though the company has filed various cases against the parties and initiated action for recovery, we are unable to comment on readability! recover ability of these debts and advances given and no provision for doubtful debts is considered necessary by the company. The impact on the loss for the year and current assets ,if any, is unascertainable.

b. Reference is invited to Note No. 13 regarding 'Investment in Liquor India Limited' and 'Advance received from 'Lemonade Shares & slrities Private Limited' (Refer Note Ll01) which is considered as dispute dand no adjustmm the financial statements by the Company. The sale agreement entered into with 'Lemonade Shares & Securities Private Limited 'for sale of entire undertaking has been challenged and civil suit has been filed before End Additional District Judge, Ranga Reddy District, LB Nag J, Hyderabad, with prayers inter-alia Rescind the agreement as being dander store the parties act 09-2012. Management does not anticipate any liability on this account. However, since the matter is pending before court, we are unable to comment whether, any adjustments are needed for the recoverability of investment thereof. Accordingly, impact on loss for the year and Investments thereof if any' is unascertainable.

c. The Company has not complied with the provisions of Section 203 of the Companies Act, 2013 in respect of appointment of Chief Financial Officer and Company Secretary.

6. Opinion

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

7. Report on Other Legal and Regulatory Requirements

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 Sectionl43 of the Act the Order.

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

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

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

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

d. in our opinion, the aforesaid financial statements comply with the applicable Accounting Standards specified under Section l33 of the Act,read with Rule7 of the Companies(Accounts) Rules2014.

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

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

(i) The Company has various pending litigations as referred to in Note No. 40 and 41; which in our opinion would impact its financial position

(ii) The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

(iii) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question delay in transferring such sums does not arise.

Annexure referred to in paragraph 7 Our Report of even date to the members of Ravi Kumar Distilleries Limited on the accounts of the company for the year ended 31st March, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course Of our audit, were port that:

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

b. As explained to us, fixed assets have been physically verified by the Management at reasonable intervals. We have been informed that nonmaterial discrepancies were noticed on such physical verification.

ii. In respect of its inventories:

a. As explained to us, inventories have been physically verified during the year by the Management at reasonable intervals. In our opinion, having regard to the nature and location of stocks, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management rereasonable and adequatein relation to the size of the company and the nature of its business.

c. In our opinion and on the basis of our examination of the records, the company is generally maintaining proper records of its inventories. Nonmaterial is creamy was notice don physical verification of stocks by the management as compared to book records.

iii. According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has granted unsecured loans to parties covered in the register maintained u/s 189 of the Companies Act, 2013. Maximum amount outstanding during the year ended 31st March 2015 was Rs 5028 Lacs and the year ended balance was Rs. 5028 Lacs. (Previous Year Rs. 2,613 Lacs)

No interest has been charged on these loans on prudence basis. However, in our opinion non-charging of interest on loans and advances to parties covered in the register u/s 189 of the Companies Act, 2013 is prejudicial to the interest of the company as company has to bear the interest cost.

According to information provided to us, there is no stipulation of time schedule for repayment of principal and no interest has been charged on these loans on prudence basis. The company has taken reasonable steps for recovery of these loans during the year.

iv. In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regards to purchase of inventory and fixed assets and for the sale of inventories. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company

(v) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

(vi) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 which are applicable w.e.f. Financial Year 2011-2012 for products of the company. We are prima facie of the opinion that, such records are not maintained by the company.

vii. (a) According to the records of the company, the company is not regular in depositing the undisputed statutory dues relating to the contributions under Provident Fund Act, Employees State Insurance Act and the remittance in Respect of TDS, Income Tax, Service Tax wherever applicable to it with appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance Scheme, Income Tax, Service Tax, Excise Duty, Value Added Tax, Central Sales Tax, Cess and other material statutory dues in arrears as at 31st March, 2015 for the period of more than six months from the date they became payable, except for Provident Fund dues amounting to Rs. 8.13 Lacs for the period from May 2014 to August 2014.

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise as at 31st March, 2015.

(d) According to the information and explanations given to us and the records of the company examined by us there are no dues of income tax, sales tax, Wealth tax, service tax, custom duty, and excise duty which have not been deposited on account of any dispute pending before any forum other than the following amounts::

Name of the Statute Forum where the Period to which the Amount dispute is pending. Amount relates (in Lakhs)

Kerala General Sales Tax Act High Court, Kerala 2001-2004 116.24

income Tax Act l961 ITAT Chennai 2006-2007 AY 2007-08 238.20

Income Tax Act l961 ITAT Chennai 2009-2010 AY 2010-11 138.94

Income Tax Act l961 Commissioner of Income Tax 2010-2011 AY 2011-12 1,209.99 (Appeals),Chennai (viii) In our opinion, the company has accumulated losses as at the end of financial year. The Company has incurred cash loss of Rs. 543 Lacs during the Financial Year 2014-2015. (Previous Year Rs. 531 Lacs). The accumulated losses as at the end of the financial year are not less then SO percent of its net worth;

(ix) Based on the audit procedures and on the basis of information and explanations given by the management, we are of the opinion that, the company has defaulted in repayment of dues to financial institution or bank to the tune of Rs 3,336 Lacs as on 31st March 2015. (Previous Year Rs. 2,894 Lacs)

(x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not, prima facie prejudicial to the interests of company.

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

(xii) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management

For Ramanandfe Associates

Chartered Accountants

FRN: 117776W

Place: Chennai CA Ramanand G t Partner

Date : 25.05.2015 Membership No: 103975

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Mar 31, 2014

We have audited the accompanying financial statements of ''RAVIKUMAR DISTILLERIES LIMITED'' ("the Company"); which comprise the Balance Sheet as at 31st March, 2014, and the statement of Profit & Loss Account & Cash flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management 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 presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

Emphasis of Matters

Without qualifying our opinion, we draw attention to the following:

a. Reference is invited to Note No. 17 regarding pending confirmations and reconciliations with sundry debtors and sundry creditors; Note No.

5.3 regarding balances of tie-up parties and Note No. 14.1 regarding amounts transferred to various parties post IPO, which have been classified as ''Long Term Loans and Advances'' (Under Recovery Proceedings); which might require adjustments in the financial statements. Though the company has filed various cases against the parties and initiated action for recovery, we are unable to comment on realisabilityl recoverability of these debts and advances given and no -provision for doubtful debts is considered necessary by the company. The impact on the lossfor the year and current assets, if any, is unascertainable.

b. Reference is invited to Note No. 13 regarding ''Investment in Liquor India Limited'' and ''Advance received from ''Lemonade Shares & Securities Private Limited'' (Refer Note No. 10.1) which is considered as disputed and no adjustment for sale thereofhave been incorporated in the financial statements by the Company. The sale agreement entered into with ''Lemonade Shares & Securities Private Limited'' for sale of entire undertaking has been challenged and civil suit has been filed before Und Additional District Judge, Ranga Reddy District, L B Nagar, Hyderabad, with prayers inter-alia to rescind the agreement as being void and restore the parties back to the position prior to MOU Dated 05- 09-2012. Management does not anticipate any liability on this account. However, since the matter is pending before court, we are unable to comment whether, any adjustments are needed or the recoverability of investment thereof. Accordingly, impact on lossfor the year and Investments thereof, if any, is unascertainable.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements, subject to our observations noted in part (a) and (b) ''Emphasis of Matters'' Paragraph above, 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 Profit and Loss Account, of the loss for the year ended on the date; and

c) In the case of the Cash Flow statement, of the cash flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms

of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5

of the Order.

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representation received from the auditors 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 section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules for cess payable by the Company.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in paragraph 1 of our Report of even date to the members of RAVIKUMAR DISTILLERIES LIMITED; on the accounts of the company for the year ended March 31,2014.

i. In respect of its fixed assets:

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

b. As explained to us, fixed assets have been physically verified by the Management at reasonable intervals. We have been informed that no material discrepancies were noticed on such physical verification.

c. No substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern status of the company.

ii. In respect of its inventories:

a. As explained to us, inventories have been physically verified during the year by the Management at reasonable intervals.

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

c. In our opinion and on the basis of our examination of the records, the company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

iii. a. According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has granted unsecured loans to parties covered in the register maintained u/s 301 of the Companies Act, 1956. Maximum amount outstanding during the year ended 31st March 2014 was Rs. 2613 Lacs and the year ended balance was Rs. 2613 Lacs.

b. According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has taken interest free, unsecured loan from a director covered in the register maintained under section 301 of the Companies Act 1956. Maximum amount outstanding during the year ended 31st March 2014 was Rs. 794 Lacs and the year ended balance was Rs. Nil.

c. According to information and explanations provided to us, the terms and conditions of the said unsecured loans are prima facie not prejudicial to the interest of the Company.

d. According to information provided to us there is no stipulation of time schedule for repayment of principal and hence provision of clause 4(iii) (g) of the order is not applicable.

iv. In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regards to purchase of inventory and fixed assets and for the sale of inventories. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

v. a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b. In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted deposits from public within the meaning of section 58-A or Section 58-AA of the Companies Act, 1956.

vii. In our opinion and according to the information and explanations given to us the Company does not have an internal audit system commensurate with the size and nature of its business.

viii. According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in terms of ''Cost Accounting Record Rules, 2011'' which are applicable w.e.f. Financial Year 2011-2012 for products of the company. We are prima facie of the opinion that, such records are not maintained by the company.

ix. According to the records of the company, the company is not regular in depositing the undisputed statutory dues relating to the contributions under provident fund Act, Employees State Insurance Act and the remittance in respect of TDS, Income Tax wherever applicable to it with appropriate authorities. The company is generally regular in depositing statutory tax dues including Excise Duty Customs Duty and other applicable dues with appropriate authorities.

There is no amount payable in respect of the above undisputed dues are in arrears, as at 31st March, 2014 for the period of more than six months from the date on which they become payable due.

According to the information and explanations given to us and the records of the company examined by us there are no dues of income tax, sales tax, Wealth tax, service tax, custom duty, and excise duty which have not been deposited on account of any dispute pending before any forum other than the following amounts:

Sl Name of the Nature of Amount Perios to which Forum wherer the .no Statute dues (in lakhs) the amount rela dispute is pendi tes ng

1 Pondicherry Turnover Tax 25.89 2002-2004 Appellate Assist General Sales ant Assistant Tax Act Commissioner Pondicherry

2 Pondicherry Turnover Tax 84.70 2004-2008 High Court, General Sales Madras Tax Act

3 Pondicherry Turnover Tax 27.04 1999-2002 High Court, General Sales Madras Tax Act

4 Kerala Turnover Tax & 84.92 2001-2004 High Court, General Sales Interest the Madras Tax Act reon

5 Income Tax Non Deduction 138.94 2009-2010 Commissioner Act 1961 of Tax Deduc Tax(Appeals), ted at Source Chennai - Disallowance u/s 40(a)(ia)

x. In our opinion, The Company has accumulated losses as at the end of financial year. The Company has incurred cash loss of Rs. 531 Lacs during the Financial Year 2013-2014. (Previous Year Rs. 132 Lacs).

xi. Based on the audit procedures and on the basis of information and explanations given by the management, we are of the opinion that, the company has defaulted in repayment of dues to financial institution or bank to the tune of Rs. 2,894.44 Lacs.

xii. In our opinion and according to the records of the Company, the Company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities and hence the provisions of clause 4(xii) of the Order are not applicable to the Company.

xiii. The company is not a chit fund, nidhi, mutual benefit fund or a society and clause 12 of the order is not applicable. Therefore the provision of clause 4 (xiii) of the Companies (Auditor''s report) order, 2003 are not applicable to the company.

xiv. As the company is not dealing or trading in shares, securities, debentures and other investments so clause (xiv) of the said order is not applicable to the company.

xv. According to the information and explanations given to us, the Company has given guarantee for loan taken by others from bank or financial institutions, the terms of which are not prejudicial to the interest of company.

xvi. In our Opinion & on the Basis of the Review of utilization of funds pertaining to term loan & related information as made available to us, the term loan taken by the company from Sundaram Finance Limited, (Non Banking Financial Institution) of Rs. 70 Lacs for the purpose of Machinery have been utilized for working capital purpose.

xvii. According to the information and explanations given to us, and on the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, we report that no funds raised on short-term basis have been used for long term investment.

xviii. According to the information and explanation given to us, during the year, 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; hence question of issue price of shares prejudicial to interest of the company does not arise.

xix. During the year covered by our audit report, the company has not issued any Secured debentures. Hence the creation of security in respect of debenture is not applicable.

xx. The Company has not made any invitation to public to subscribe to share of the Company during the financial year 2013-2014.

xxi. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course or our audit during the year.

For Ramanand & Associates Chartered Accountants FRN: 117776W

Place: Mumbai CA Ramanand Gupta/ Partner Date: May 29, 2014 Membership No: 103975

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Mar 31, 2013

Report on the Financial Statements We have audited the accompanying financial statements of ''RAVIKUMAR DISTILLERIES LIMITED'' which comprise the Balance Sheet as at 31st March, 2013, and the statement of Profit & Loss Account & Cash flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management 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 presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that appropriateness of accounting, 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 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 Profit and Loss Account, of the loss for the year ended on the date; and

c) In the case of the Cash Flow statement, of the cash flow for the year ended on that data 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 by section 227(3) of the Act, we report that:

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representation received from the auditors 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 section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules for cess payable by the Company.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in paragraph 1 of our Report of even date to the members of RAVIKUMAR DISTILLERIES LIMITED; on the accounts of the company for the year ended March 31,2013.

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

b As explained to us, fixed assets have been physically verified by the Management at reasonable intervals. We have been informed that no material discrepancies were noticed on such physical verification.

c No substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern status of the company.

2 a As explained to us, inventories have been physically verified during the year by the Management at reasonable intervals.

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

c In our opinion and on the basis of our examination of the records, the company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3 a According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has granted unsecured loans to parties covered in the register maintained u/s 301 of the Companies Act, 1956. aximum amount outstanding during the year ended 31st March 2013 was Rs. 3898 Lacs and the year ended balance was Rs. 1963 Lacs.

b According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has taken interest free, unsecured loan from a director covered in the register maintained under section 301 of the Companies Act 1956. Maximum amount outstanding during the year ended 31st March 2013 was Rs. 311 Lacs and the year ended balance was Rs. 1 Lac.

c According to information and explanations provided to us, the terms and conditions of the said unsecured loans are prima facie not prejudicial to the interest of the Company.

d According to information provided to us there is no stipulation of time schedule for repayment of principal and hence provision of clause 4(iii) (g) of the order is not applicable.

4 In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regards to purchase of inventory and fixed assets and for the sale of inventories. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

5 a Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6 The Company has not accepted deposits from public within the meaning of section 58-A or Section 58-AA of the Companies Act, 1956.

7 In our opinion and according to the information and explanations given to us the Company has an internal audit system commensurate with the size and nature of its business.

8 In our opinion and as per the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for any of the products of the company. Hence, the provisions of clause 4 (viii) of the order are not applicable to the company.

9 According to the records of the company, the company is not regular in depositing the undisputed statutory dues relating to the contributions under provident fund Act, Employees State Insurance Act and the remittance in respect of TDS, Income Tax And the Fringe Benefit Tax Wherever applicable to it with appropriate authorities. The company is generally regular in depositing statutory tax dues including Excise Duty Customs Duty and other applicable dues with appropriate authorities.

There is no amount payable in respect of the above undisputed dues are in arrears, as at 31st March, 2013 for the period of more than six months from the date on which they become payable due.

In our opinion, The Company does not have accumulated losses as at the end of financial year. The Company has incurred cash loss of Rs. 132 Lacs during the Financial Year 2012-2013. (Previous Year Rs. Nil).

Based on the audit procedures and in the basis of information and explanations given the management, we are of the opinion that, the company has defaulted in repayment of dues to a financial institution or bank to the tune of Rs. 30.59 Lacs.

In our opinion and according to the records of the Company, the Company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities and hence the provisions of clause 4(xii) of the Order are not applicable to the Company.

The company is not a chit fund, nidhi, mutual benefit fund or a society and clause 12 of the order is not applicable. Therefore the provision of clause 4 (xiii) of the Companies (Auditor''s report) order, 2003 are not applicable to the company.

As the company is not dealing or trading in shares, securities, debentures and other investments so clause (xiv) of the said order is not applicable to the company.

According to the information and explanations given to us, the Company has given guarantee for loan taken by others from bank or financial institutions are not prejudicial to the interest of company.

In our Opinion & on the Basis of the Review of utilization of funds pertaining to term loan & related information as made available to us, the term loan taken by the company from Sundaram Finance Limited, (Non Banking Financial Institution) of Rs. 240 Lacs for the purpose of

Machinery have been utilized for working capital purpose.

According to the information and explanations given to us, and on the basis of an Overall examination of the Balance Sheet and Cash Flow Statement of the Company, we report that no funds raised on short-term basis have been used for long term investment. According to the information and explanation given to us, during the year, the company has not made any preferential allotment of shares to parlies and companies covered in the register maintained under section 301 of the Companies Act; hence question of issue price of shares prejudicial to interest of the company does not arise.

During the year covered by our audit report, the company has not issued any Secured debentures. Hence the creation of security in respect of debenture is not applicable.

The Company has not made any invitation to public to subscribe to share of the Company during the financial year 2012-2013.

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course or our audit during the year.

For Ramanand & Associates

Chartered Accountants

FRN: 117776W

Place: Mumbai CA Ramanand Gupta,

Partner

Date: May 30, 2013 Membership No: 103975

---

Mar 31, 2012

We have audited the attached Balance Sheet of 'RAVIKUMAR DISTILLERIES LIMITED' as at 31st March, 2012, the Profit & Loss Account & also Cash flow Statement of the company 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.

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

As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004 (the 'Order) issued by the Central Government of India in terms of Section 227 (4A) of The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the annexure referred to above, we Report that:

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

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

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and the Profit & Loss Account dealt with by this report comply with the accounting standards referred to in sub-section 3(C) of Section 211 of the Companies Act, 1956.

e) On the basis of the 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 is disqualified as on 31st March 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012; and

ii. In the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date, and

iii. In the case of the Cash Flow statement of the Cash Flow for the year ended on the date.

Referred to in paragraph (3) of our Report of even date on the statements of Account of as at March 31, 2012

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

(b) The fixed assets of the company have been physically verified by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verification.

(c) No substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern status of the company.

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

(b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information given to us, the company is maintaining proper records of the inventory and no material discrepancies were noticed on physical verification of the inventory.

3 (a) The company has not granted any unsecured loans to any party covered in the register maintained u/s 301 of the companies act, 1956. And hence the provisions of clause 4(iii) (a),(b),(c) and (d) are not applicable .

(b) In our opinion and according to information and explanation given to us the company had taken interest free unsecured loans from a director covered in the register maintained under section 301 of the Companies Act 1956. Maximum amount outstanding during the year ended 31st March 2012 was Rs. 436 Lacs and the year ended balance was Rs. 39 Lacs.

(c) According to information and explanations provided to us, the terms and conditions of the said unsecured loans are prima facie not prejudicial to the interest of the Company.

(d) According to information provided to us there is no stipulation of time schedule for repayment of principal and hence provision of clause 4(iii) (g) of the order is not applicable.

4 In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regards to purchase of inventory and fixed assets and for the sale of inventories.

During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

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

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6 In our opinion and as per the information and explanation given to us, the Company has not accepted deposits within the meaning of section 58-A or Section 58-AA of the Companies Act,1956 and the Companies Acceptance of Deposit Rules,1975 and hence the provisions of Clause 4(vi) of the order are not applicable to the Company .

7 In our opinion and according to the information and explanations given to us the Company has an internal audit system commensurate with the size and nature of its business.

8 In our opinion and as per the information and explanation given to us, the Central Government has not prescribed maintenance of cost records, Under Section 209(1) (d) of the Companies Act, 1956 for any of the products of the Company. Hence the provisions of clause 4(viii) of the Order are not applicable to the Company.

9 According to the records of the company, the company is not regular in depositing the undisputed statutory dues relating to the contributions under provident fund Act, Employees State Insurance Act and the remittance in respect of TDS, Income Tax And the Fringe Benefit Tax Wherever applicable to it with appropriate authorities. The company is generally regular in depositing statutory tax dues including Excise Duty Customs Duty and other applicable dues with appropriate authorities.

There is no amount payable in respect of the above undisputed dues are in arrears, as at 31st March, 2012 for the period of more than six months from the date on which they become payable due.

According to the information and explanations given to us and the records of the company examined by us there are no dues of income tax, sales tax. Wealth tax, service tax, custom duty, and excise duty which have not been deposited on account of any dispute pending before any forum other than the following amounts:

Serial Name of the Statute Nature of dues Amount No (In lakhs)

1 Pondicherry General Sales Tax Act Turnover Tax 25.89

2 Pondicherry General Sales Tax Act Turnover Tax 84.70

3 Pondicherry General Sales Tax Act Turnover Tax 27.04

4 Kerala General Sales Tax Act Turnover Tax & 84.92 Interest thereon

5 Income Tax Act 1961 Non Deduction of 124.62 Tax Deducted at Source - Disallowance u/s 40(a)(ia) and Deduction u/s 80 IB

6 Income Tax Act 1961 Non Deduction of Tax 275.51 Deducted at Source - Disallowance u/s 40(a)(ia) and Deduction u/s 80 IB

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

Pondicherry General Sales Tax Act 2002-2004 Appellate Assistant Commissioner Pondicherry

Pondicherry General Sales Tax Act 2004-2008 High Court, Madras

Pondicherry General Sales Tax Act 1999-2002 High Court, Madras

Keralal General Sales Tax Act 2001-2004 High Court, Kerala

Income Tax Act 1961 2008-2009 Commissioner of Income Tax (Appeals). Chennai

Income Tax Act 1961 2007-2008 Commissioner of Income Tax (Appeals). Chennai

10 In our opinion, The Company does not have accumulated losses as at the end of financial year and has not incurred cash losses in the current financial year and immediately preceding financial year.

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

12 In our opinion and according to the records of the Company, the Company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities and hence the provisions of clause 4(xii) of the Order are not applicable to the Company.

13 The company is not a chit fund, nidhi, mutual benefit fund or a society and clause 12 of the order is not applicable. Therefore the provision of clause 4 (xiii) of the Companies (Auditor's report) order, 2003 are not applicable to the company.

14 As the company is not dealing or trading in shares, securities, debentures and other investments so clause (xiv) of the said order is not applicable to the company.

15 According to the information and explanations given to us, the Company has given guarantee for loan taken by others from bank or financial institutions are not prejudicial to the interest of company.

16 In our Opinion & on the Basis of the Review of utilization of funds pertaining to term loan & related information as made available to us, the term loan taken by the company from Sundaram Finance Limited, (Non Banking Financial Institution) of Rs. 1.20/- Crores for the purpose of Machinery have been utilized for working capital purpose.

17 According to the information and explanation given to us, and On the basis of an Overall examination of the Balance Sheet and Cash Flow Statement of the Company, we report that no funds raised on short-term basis have been used for long term investment.

18 According to the information and explanation given to us, during the year, 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; hence question of issue price of shares prejudicial to interest of the company does not arise.

19 During the year covered by our audit report, the company has not issued any Secured debentures. Hence the creation of security in respect of debenture is not applicable.

20 The Company has not made any invitation to public to subscribe to share of the Company during the financial year 2011-2012.

21 Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course or our audit during the year.

For Ramanand & Associates

Chartered Accountants

CA Ramanand Gupta, Partner

Membership No. 103975

Place : Chennai

Date : August 11, 2012

---

Mar 31, 2009

We have audited the attached Balance. Sheet of RAVI KUMAR DISTILLERIES LIMITED, as at 31st March 2009 and die Profit and Loss Account and the cash flow statement of the Company 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.

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

As required by the Companies (Auditors Report) Order 2003 and amended by die (Auditors Report)(Amendment) Order, 2004, issued by the Central Government of India, in terms of subsection (4A) of Section 227 of the Companies Act, 1956, we enclose in die annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

Further to our comments in the annexure referred to above, we report: that:

a) We have obtained all the information and explanations, which to die 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 it appears from our examination of those books;

c) .The Balance Sheet and the Profit and Loss Account and die Cash Plow Statement dealt | with by this report arc in agreement with the books of account;

d) ln our opinion, the Balance Sheet and the Profit and Loss Account and the Cash flow statement dealt wth i by this report comply with the Accounting Standards referred to in jsub-section (3C) of section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of writen representations received from the directors, as on 31" March 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2009 from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts read with die schedules and notes on accounts attached thereto give the information required by the Companies Act, 1956 in die manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

- in the case of the Balance Sheet, of the state of affairs of the Company as at 31" March 2009;

- in the case of the Profit and Loss Account, of the PROFIT for the year ended on that date; and +

- In the case of the Cash Flow statement, of the cash flow for the year ended on that date.

Annexure to the Audit Report

(Referred to in paragraph 3 pf the Auditors Report of even date on the Financial Statements of M/s. Ravikumar Distilleries Limited for die year Elided 31st Match 2009)

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

(b) As per the information and explanations provided to us, the Fixed Assets have been physically verified by the management every year and we are informed that no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) During the year, the company has not disposed off any substantial part of the Fixed Assets and hence the provisions of clause 4(i)(c) of order is not applicable to. the Company.

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

(b) In our opinion and according to information provided to us, the procedures of physical verification of the inventory followed by the Management arc reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to die information given to us, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification of inventory.

(a) The Company has granted unsecured loans to two parties covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs.288.10 lakhs and the year end balance was Rs.104.10 lakhs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions on which the loans granted to Company are not, prima facie, prejudicial to the interest of the Company.

(c) In respect pf loans granted by the Company wherever stipulated, the interest and the principal amount were regular.

(d) There are no overdue amounts in respect of loans granted to company and hence the reporting of steps taken for recovery does not arise. In our opinion and according to information and explanation given to us the Company had taken interest free unsecured loans from a Director covered in the register maintained under section 301 of the Companies Act, 1956. Maximum amount outstanding during the year ended 31" March 2009 is Rs.484.47 Lakhs and the year end balance was Rs.0.65 lakhs

(f) According to information and explanations provided to us, the terms and conditions of the said unsecured loans aire prima facie not prejudicial to the interest of the Company.

(g) According to information provided to us there is no stipulation of time schedule for repayment of principal and hence provision of Clause 4 (iii) (g) of the order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, Fixed Assets and with regard to sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five lakhs in respect of any party during the year have been made at prices which arc reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion. and as per the information and explanations given to us, the Company has not accepted deposits with in the meaning of Section 58-A or 58-AA of the Companies Act, 1956 and the Companies Acceptance of Deposit Rules, 1975 and hence the provisions of Clause 4(vi) of the order are not applicable to the Company.

(vii) In our opinion; and according lo the information and explanations given to us the Company has an internal audit system commensurate with the size and nature of its business.

(viii) In our opinion land according to information and explanation given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub section (1) of section 209 of the Act and hence the provisions of clause 4(viii) of the | Order are not applicable to the Company.

a) According to the records of the Company, the company is not regular in depositing the undisputed statutory dues relating to die contributions under Provident Fund Act, Employees State Insurance Act and the remittances in respect of Tax Deducted at source, Income Tax and the Fringe Benefit Tax wherever applicable to it with appropriate authorities. The Company is generally regular in depositing other statutory dues; including, Excise Duty, Customs Duty and other applicable dues with appropriate authorities. ,

There is no amount payable in respect of the above undisputed dues are in arrears, as. at March 31, 2009 for a period of more than six months from the date on which they became payable except Customs Duty amounting to Rs.23.70 Lacs.

In our opinion and as per information and explanations given to us other statutory dues mentioned in the clause are not applicable to the Company.

(b) According to the information and explanation given to us, there are no dues of Income Tax / Sales Tax / Wealth Tax / Service Tax / Customs Duty / Excise Duty / Cess have not been deposited on account of any dispute pending before any forum other than the following amounts:



SL. Name of the Nature of Amt (in Period to Forum where the No. Statute the Dues Lakhs) which the dispute is pending

amount

relates

1 Pondicherry Turnover 25.89 2002-2004 Appellate Assistant General Sales Tax Commissioner

tax Act Pondicherry

2 Pondicherry Turnover 84.70 2004-2008 High court chennai General Sales Tax

tax Act

3 Kerala Turnover 84.92 2001-2004 Kerala High Court General Sales Tax

Tax Act

4 Income Tax Tax 29.49 FY 2006- Commissioner Act 1961 Deducted 2007 Appeals

at Source



(x) The Company does not have any accumulated losses at the end of the year ending 31" March 2009 and further the company has not incurred cash losses during this year and in thes financial year immediately preceding diis 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 Banks and Financial Institutions.

(xii) In our opinion and according to the explanations given to us, the Company has not granted any loans by way of pledge of shares, debentures and securities and hence the provisions of Clause 4(xii) of the Order arc not applicable to the Company. ;

(xiii) In our opinion the Company is not a Chit Fund/ Nidhi / MjituajBenefit / Society and hence the provisions of clause 4(xiii) of the Order are applicatile to the Company.

(xiv) In our opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the order are not applicable to the company.

(xv) In our opinion and as per the information and explanations given to us, the guarantees given by the company for loans taken by others from bank or financial institutions are not prejudicial to the interest of the company.

(xvi) In our opinion the Term Loan taken by the Company were applied for the purpose for which the loan were obtained during the year.

(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 funds raised on short term basis have not been used for long term purposes.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, and hence provisions of clause 4(xviii) of the order is not applicable to the company*

(xix) The Company has not issued any debentures during the year and hence the provisions of clause 4(xix) of the Order relating to creation of Charge with regard to said Debentures are not applicable to the Company.

(xx) The Company has not made any public issue and therefore requisition of disclosing the end use of the money does not arise.

(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 MANIAN & NARAYANAN

Chartered Accountants

C. SUBRAMANIAN

Place: Chennai Partner

Date: 1-2009 Membership No: 27959