Auditor Report of Shree Hanuman Sugar & Industries Ltd.

Jun 30, 2014

1. We have audited the accompanying financial statements of SHREE HANUMAN SUGAR & INDUSTRIES LIMITED which comprises of the Balance Sheet as at 30th June, 2014, the statement of Profit & Loss and the Cash Flow Statement for the year then ended and a summary fo the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. 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.

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

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

Basis for Qualified Opinion

6. Non compliance of sections 194-A, 192, 194-I & 192-J, of Income Tax Act, 1961 with respect to TDS on interest other than interest on securities, salary, rent and fee for Professional & Technical services respectively. The TDS on above have not been deducted and/or deposited in time.

7. Non compliance of generally accepted accounting principles in accounting of Gratuity, Leave liabilities and other retirement benefits towards employees, Bonus, Professional Taxes, Trade License Fees, Interest and penalty on delayed deposit of various statutory dues & income from interest on securities and other deposits as they are accounted for on cash basis.

The possible loss if any, arising out of above which might have consequential effect on the year's Profit & Loss and Net Current Asset position of the Company at the year end, has neither been ascertained nor provided for in these accounts.

Qualified Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th June, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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

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

a) Except for what have been stated in paragraph 6 & 7 under basis for qualified opinion, 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, Except for what have been stated in paragraph 6 & 7 under basis for qualified opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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

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

e) On the basis of the written representations received from the directors as on 30th June, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

Annexure to the Independent Auditors' Report (Referred to in paragraph 9 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

1. In respect of its fixed assets

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

b) The fixed assets have been physically verified by the management at the year-end and no material discrepancies have been noticed on such verification.

c) No disposal of a substantial part of the fixed assets of the Company has taken place during the reporting period.

2. In respect of its inventories

a) The inventories were physically verified during the year by the Management at reasonable intervals.

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

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

3. The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

4. The Company has adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of inventory and fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weakness in such internal control system.

5. According to the information & explanation given to us there is no contract or arrangement that's needs to be entered in the register required to be maintained under sec 301 of the Companies Act.

6. The company has not accepted any deposits within the meaning of section 58A, 58AA or any other relevant provisions of Act and the rules framed there under.

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

8. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records in respect of sugar u/s 290(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed account and records have been maintained.

9. The Company is generally regular in depositing undisputed statutory dues, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with appropriate authority and no undisputed amount payable in respect of aforesaid dues were in arrears, as at 30th June, 2014 for a period of more than six months from the date they became payable.

10. According to the records of the Company, dues outstanding in respect of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty and Cess on account of any dispute are as follows:

Amount Forum where Name of the Statute Nature of Dues (Rs in lacs) Dispute is pending

Income Tax Act, 1961 Income Tax 129.78 Calcutta High Court

Income Tax Act, 1961 Disallowance of interest 192.12 Calcutta High Court

Income Tax Act, 1961 Order u/s 148 123.81 Calcutta High Court

Income Tax Act, 1961 Disallowance of 34.67 CIT(A) Nomination Charges

II. Undisputed

Gratuity 98.33

Provident Fund 117.59

Purchase Tax 5.67

Excise Duty 5.35

Zonal Development Council 1.91 Sales Tax 0.51

11. The Company has no accumulated losses and has not incurred any cash loss during the year covered by our audit or in the immediately preceding financial year.

12. The Company has not defaulted in payment of dues to financial institution or banks. The company has not issued any debentures.

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

14. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

15. In our opinion and according to information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments and therefore the provisions of Clause 4(xiv) of the order are not applicable. The securities and other investments have been held by the company in its own name.

16. The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the reporting period.

17. The Company has not raised any term loans, so the provisions are not applicable to the Company.

18. 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 investments.

19. The Company has not raised any moneys by public issue during the year covered by our audit report.

20. Based on the audit procedures adopted and information and explanations given to us by the management, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements materially mis-stated.

For Agarwal Gupta Nokari & Rustagi Associates Chartered Accountants F.R. No. 310041E CA Bhal Chandra Khaitan Place: Kolkata (Partner) Date:27th August, Membership No. 017387 2014

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Jun 30, 2012

To the Members of Shree Hanuman Sugar & Industries Limited

We have audited the attached Balance Sheet of SHREE HANUMAN SUGAR & INDUSTRIES LIMITED as at 30th June, 2012 and also the Profit & Loss Account for the year ended on that date annexed here to and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. 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. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by Central Government of India, in terms of sub section (4A) of Section 227 of the Companies Act, 1956, and on the basis of the information and explanations given to us and the books and records examined by us in the normal course of our audit and to the best of our knowledge and belief, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. 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, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account as submitted to us;

d) In our opinion the Balance Sheet, Profit & 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, subject to Note 7 with regard to the provision for Gratuity not done as prescribed in AS-15;

e) On the basis of written representations received from the individual directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th June, 2012 from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

3. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, the Profit & Loss Account and Cash Flow Statement gived 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 Balance sheet, of the state of affairs of the Company as at 30th June, 2012;

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

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

1) The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets. We are informed that all the fixed assets have been physically verified by the management at the year-end and no material discrepancies have been noticed on such verification. No disposal of a substantial part of the fixed assets of the Company has taken place during the reporting period.

(2) The Company has not taken unsecured loans from companies, firms or other parties listed in the register maintained under Section 301 of the Act, during the year.

(3) The Company has granted unsecured loan amounting to Rs.2284.60 Lacs, to companies, firms or other parties listed in the Register maintained under Section 301 of the Act, during the year.

(4) The Company has adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of trading goods, raw materials including components, plant and machinery, equipment and other assets and also for the sale of goods. We have not come across any major weaknesses in internal control.

(5) Transactions that are required to be entered into the Register in pursuance of Section 301 of the Act have been so entered.

(6) The company has not accepted any deposits from the public.

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

(8) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records in respect of sugar u/s 290( 1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed account and records have been maintained.

(9) The Company is generally regular in depositing undisputed statutory dues, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues.

(10) According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Dividend Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty and Cess were in arrears, as at 30th June, 2012 for a period of more than six months from the date they became payable.

(11) According to the records of the Company, dues outstanding in respect of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty and Cess on account of any dispute are as follows:-

(12) The Company has neither accumulated losses till the immediately preceding Financial Year nor has incurred any cash loss during the current Financial Period and immediately preceding financial year under this Report.

(13) The Company has not defaulted in repayment of the secured loan from a Financial Institution.

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

(1 5) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

(16) In our opinion and according to information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments and therefore the provisions of Clause 4(xiv) of the order are not applicable. The securities and other investments have been held by the company in its own name.

(17) The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the reporting period.

(18) The Company has not raised any term loans, so the provisions are not applicable to the Company.

(19) 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 investments. No long term funds have been used to finance short term requirements.

(20) During the year the Company has not issued and allotted any preferential shares.

(21) The Company has not raised any money during the year through any public issue.

(22) Based on the audit procedures adopted and information and explanations given to us by the management, no fraud on or by the Company has been noticed or reported during the course of our audit.

For BHARAT D. SARAWGEE & CO. For JAINSARAWGEE & CO.

Chartered Accountants Chartered Accountant

Reg No. 326264E Reg.No. 306087E

Bharat D. Sarawgee D. K. Sarawgee

Partner Partner

Membership No. F061505 Membership No. 10089

Place: 32-A, Chittaranjan Avenue,

Kolkata-700 012 Date: 27th August, 2012

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Jun 30, 2011

We have audited the attached Balance Sheet of SHREE HANUMAN SUGAR & INDUSTRIES LIMITED as at 30th June, 2011 and also the Profit & Loss Account for the year ended on that date annexed here to and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. 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. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by Central Government of India, in terms of sub section (4A) of Section 227 of the Companies Act, 1956, and on the basis of the information and explanations given to us and the books and records examined by us in the norma! course of our audit and to the best of our knowledge and belief, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to above, we report that: -

a) We have, subject to Note No. 13 on Schedule "K", 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, subject to Note No 1(f) on Schedule "K" regarding non-maintenance of certain accounts on accrual basis, 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, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account as submitted to us;

d) In our opinion the Balance Sheet, Profit & 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, subject to Note 7 with regard to the provision for Gratuity not done as prescribed inAS-15;

e) On the basis of written representations received from the individual directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th June, 2011 from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, the Profit & Loss Account and Cash Flow Statement read together with Note Nos. 3, 4, 5 & 7 in respect of maintenance of certain accounts on cash/acceptance basis and consequent non-provision of liability in respect of such accounts and other NOTES to Schedule "K" 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 Balance sheet, of the state of affairs of the Company as at 30th June, 2011;

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

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

REFERRED TO IN PARAGRAPH -1 OF THE AUDITORS'' REPORT

TO THE MEMBERS OF SHREE HANUMAN SUGAR & INDUSTRIES LIMITED

FOR THE YEAR ENDED 30™ JUNE, 2011.

(1) The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets. We are informed that all the fixed assets have been physically verified by the management at the year-end and no material discrepancies have been noticed on such verification. No disposal of a substantial part of the fixed assets of the Company has taken place during the reporting period.

(2) The Company has taken unsecured loans amounting Rs.2694.93 lacs from companies, firms or other parties listed in the register maintained under Section 301 of the Act, during the year.

(3) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 301 of the Act, during the year.

(4) The Company has adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of trading goods, raw materials including components, plant and machinery, equipment and other assets and also for the sale of goods. We have not come across any major weaknesses in internal control.

(5) Transactions that are required to be entered into the Register in pursuance of Section 301 of the Act have been so entered.

(6) The company has not accepted any deposits from the public.

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

(8) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records in respect of sugar u/s 290(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed account and records have been maintained.

(9) The Company is generally regular in depositing undisputed statutory dues, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues.

(10) According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Dividend Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty and Cess were in arrears, as at 30th June, 2011 for a period of more than six months from the date they became payable.

(11) According to the records of the Company, dues outstanding in respect of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty and Cess on account of any dispute are as follows:-

Name of the Statute Nature of Dues Amount Forum where (Rs in lacs) Dispute is pending

Income Tax Act, 1961 Income Tax 129.78 Calcutta High Court

(12) The Company has neither accumulated losses till the immediately preceding Financial Year nor has incurred any cash loss during the current Financial Period and immediately preceding financial year under this Report.

(13) The Company has not defaulted in repayment of the secured loan from a Financial Institution.

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

(15) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

(16) In our opinion and according to information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments and therefore the provisions of Clause 4(xiv) of the order are not applicable. The securities and other investments have been held by the company in its own name.

(17) The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the reporting period.

(18) The Company has not raised any term loans, so the provisions are not applicable to the Company.

(19) 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 investments. No long term funds have been used to finance short term requirements.

(20) During the year the Company has not issued and allotted any preferential shares.

(21) The Company has not raised any money during the year through any public issue.

(22) Based on the audit procedures adopted and information and explanations given to us by the management, no fraud on or by the Company has been noticed or reported during the course of our audit.

For BHARAT D. SARAWGEE & CO. For JAINSARAWGEE & CO.

Chartered Accountants Chartered Accountant

Reg No. 326264E Reg.No. 306087E

Bharat D. Sarawgee D. K. Sarawgee

Partner Partner

Membership No. F061505 Membership No. 10089

Place: 32-A, Chittaranjan Avenue,

Kolkata-700 012 Date: 27th August, 2011