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Auditor Report of Som Distilleries & Breweries Ltd.

Mar 31, 2023

INDEPENDENT AUDITOR''S REPORT

Report on the Audit of the Standalone Financial Statements
Opinion

We have audited the accompanying standalone financial statements
of
M/s Som Distilleries & Breweries Limited, New Delhi ("the
Company”), which comprise the Standalone Balance Sheet as at 31st
March 2023, the Standalone Statement of Profit and Loss (including
standalone other comprehensive Income), the Standalone Statement
of Changes in Equity and the Standalone Cash Flow Statement for the
year then ended on that date, and notes to the Standalone financial
statements, including a summary of significant accounting policies
and other explanatory information (herein after referred to as the
"standalone financial statements”).

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013, as amended ("the Act”) in the manner so required and give a
true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS”) and
other accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2023 and its
Profit including
other comprehensive income, changes in equity and its cash flows for
the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing ("SA”s) as specified under
section 143(10) of the Companies Act, 2013 as amended ("the Act”).
Our responsibilities under those Standards are further described
in the "Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements” section of our report. We are independent of
the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the financial statements
under the provisions of the Act and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit
evidence obtained by us is sufficient and appropriate to provide a
basis for our opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to the following Notes to the accompanying
Standalone financial results:

a) Note No. 46 regarding non availability of the necessary
information of outstanding dues to Micro Enterprises and Small
Enterprises.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the standalone financial
statements for the financial year ended March 31,2023. These matters
were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. For each matter
provided below, description of how our audit has addressed the
matter is provided in that context.

We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled

the responsibilities described in the Auditor''s responsibilities for
the audit of the standalone financial statements section of our
report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the standalone
financial statements. The results of our audit procedures, including
the procedures performed to address the matters below, provide the
basis for our audit opinion on the accompanying standalone financial
statements.

Other Information

The Company''s Board of Directors is responsible for preparation of the
other information. The other information comprises the information
included in the Management Discussion and Analysis, Board''s Report
including annexures to Board''s Report, Business Responsibility Report,
Corporate Governance and Shareholder''s Information, but does not
include the Standalone Financial Statements and our auditor''s report
thereon.

Our opinion on the financial statements does not cover the other
information and we do not express any form of assurance conclusion
thereon.

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information and, in doing so,
consider whether such other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated. If, based on the work
we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have
nothing to report in this regard.

Responsibilities of Management and those charged with
Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated
in sub section (5) of Section 134 of the Companies Act, 2013 ("the
Act”) with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position,
financial performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance with the
Accounting Principles generally accepted in India, including the Indian
Accounting Standards specified under section 133 of the Act, read
with the Companies (Indian Accounting Standards) Rules, 2015, as
amended. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation
of the standalone financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is
responsible for assessing the Company''s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the
Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor''s
report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the audit.
We also:

• Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or error,

design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal financial control relevant to
the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Companies
Act, 2013, we are also responsible for expressing our opinion on
whether the company has adequate internal financial controls
with reference to standalone financial statements in place and
the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by the management.

• Conclude on the appropriateness of management''s use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company''s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor''s report to the related disclosures
in the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor''s report.
However, future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures, and
whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves
fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during
our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
for the financial year ended March 31, 2023 and are therefore
the key audit matters. We describe these matters in our auditor''s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our
report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits
of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020
issued by the Central Government of India in terms of sub¬
section (11) of Section 143 of the Companies Act, 2013, we
provide "Annexure-A”, a statement on the matters specified in
paragraphs 3 and 4 of the said order.

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

a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief

were necessary for the 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 Standalone Balance Sheet and Standalone
Statement of Profit and Loss (including Standalone Other
Comprehensive Income), Standalone Cash Flow Statement
and Standalone Statement of Changes in Equity dealt with
by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under section 133 of the Act, read Companies
(Indian Accounting Standards) Rules, 2015, as amended.

e) On the basis of written representations received from the
directors as on March 31,2023, and taken on record by the
Board of Directors, none of the directors is disqualified as
on March 31, 2023, from being appointed as a director in
term of sub-section (2) of section 164 of the Companies
Act, 2013.

f) With respect to the adequacy of the internal financial
controls over financial reporting of the Company with
reference to these standalone financial statements and
the operating effectiveness of such controls, refer to our
separate Report in "Annexure B” to this report.

g) According to the information and explanations given by
the management and audit procedures performed by us,
the remuneration paid/provided by the company to its
directors is in accordance with the provisions of Section
197 read with Schedule V of the Act.

h) With respect to the other matter to be included in
the Auditor''s report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rule, 2014, as amended,
in our opinion and to the best of our information and
according to explanation given to us:

(a) According to the information provided by the management,
there is no pending litigation which may impact the
financial position of the Company. As referred in Note No.
35 and Note No. 44 of the standalone financial statements.

(b) The company does not have long term contracts including
derivative contracts for which there are any material
foreseeable losses.

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

(d) (i) The Management has represented that, to the best of
its knowledge and belief, other than as disclosed in the
notes to accounts to the Standalone Financial Statements,
no funds (which are material either individually or in the

aggregate) have been advanced or loaned or invested
(either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other
person or entity, including foreign entity ("Intermediaries”),
with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate
Beneficiaries;

(ii) The Management has represented, that, to the best of its
knowledge and belief, no funds (which are material either
individually or in the aggregate) have been received by
the Company from any person or entity, including foreign
entity ("Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by
or on behalf of the Funding Party ("Ultimate Beneficiaries”)
or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

(iii) Based on the audit procedures that have been
considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub¬
clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii)
above, contain any material misstatement.

(e) The interim dividend declared and paid by the Company
for the previous year is in accordance with the section
123 of the act to the extent it applies to the payment of
dividend.

(f) Proviso to Rule 3(1) of the Companies (Accounts) Rules,
2014 for maintaining books of account using accounting
software which has a feature of recording audit trail (edit
log) facility is applicable to the Company with effect from
April 1,2023, and accordingly, reporting under Rule 11(g)
of Companies (Audit and Auditors) Rules, 2014 is not
applicable for the financial year ended March 31,2023.

For AKB Jain & Co.,

Chartered Accountants
Firm Registration No. 003904C

Sd/-

Rahul Dewani

Partner

BHOPAL Membership No. 435066

Dated: 27.04.2023 UDIN : 23435066BGUVLC8237


Mar 31, 2018

Report on the Standalone IND AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of SOM DISTILLERIES & BREWERIES LIMITED (‘the Company’), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss, (including Other Comprehensive Income), the Statement of Changes in Equity, and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in sub section 5 of Section 134 of the Companies Act, 2013 (‘the Act’) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in the equity of the Company in accordance with Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

In conducting our audit we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under sub section 10 of Section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including the Ind AS, of the financial position of the Company as at 31st March, 2018, and its financial performance including the Other Comprehensive Income, its cash flows and the Changes in Equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016, issued by the Government of India in terms of subsection 11 of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to information and explanations given to us, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

e. On the basis of the written representations received from the Directors as on 31 st March, 2018 taken on record by the Board of Directors, none of the Directors are disqualified as on 31st March, 2018 from being appointed as a Director in terms of subsection 2 of Section 164 of the Act.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 39 to the standalone Ind AS financial statements;

ii. As per the information given to us, the Company does not foresee any losses on any long term contracts and has therefore not made any provision. We have been informed that the Company has not entered into any derivative contracts;

iii. The amount of unpaid dividend required to be transferred to the Investor Education and Protection Fund during the year ended 31st March, 2018 has been so transferred on 19th April, 2018.

(Referred to in para 1 under ‘Report on other Legal and Regulatory Requirements’ section of our Report of even date)

i. (a) As per the information given to us, the Company is reported to have maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) We have been informed that the fixed assets have been physically verified by the Management at the close of the financial year and no discrepancies are reported have been noticed on such verification.

(c) As per the records and information and explanations given to us, the title deeds of immovable properties are held in the name of the Company.

ii. As per the information given to us the inventory has been physically verified, at reasonable intervals, during the year, by the Management and no material discrepancies are stated to have been noticed.

iii. As per the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to Companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act other than to a wholly owned subsidiary. Accordingly, the provisions of paragraph 3(iii) are not applicable.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act in respect of the loans and guarantees and security provided by it, to the extent applicable.

v. According to the information given to us, the Company has not, accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. As per the explanations given to us, the Central Government has not specified maintenance of cost records in respect of the Company’s products.

vii. (a) According to the records of the Company, Provident Fund, Sales Tax, State Excise duty, Value Added Tax, cess and other statutory dues have been regularly deposited with the appropriate authorities.

(b) As per the information and explanations given to us, the statutory dues which have not been deposited on account of disputes are as follows:

Name of Statute

Nature of dues

Amount (Rupees in lacs)

Period to which the amount relates (Financial Year)

Forum where dispute is pending

M P Entry Tax Act, 1976

Entry Tax

48.94

2007-08

M.P. Commercial Tax Appeal Board, Bhopal vide order dated 20.02.2018 partly set aside the order of Commercial Tax Authority. The matter is presently pending for readjudication before the said authority.

M P Entry Tax Act, 1976

Entry Tax

13.95

2012-13

Appeal Board Commercial Tax, Bhopal

Income Tax Act, 1961

Tax after assessment

5.67

2010-11

Commissioner of Income Tax Appeals

Income Tax Act, 1961

Tax after assessment

70.28

2012-13

Commissioner of Income Tax Appeals

Income Tax Act, 1961

Tax after assessment

425.18

2013-14

Commissioner of Income Tax Appeals

viii. As per the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayments of loans or borrowings to any financial institutions or bank or Government or dues to debenture holders, as applicable, as at balance sheet date.

ix. According to the information and explanations given to us the moneys raised by way of term loans have been applied, on an overall basis, for the purpose for which they were obtained. The Company has not raised any moneys by way of initial public offer or any other further public offer (including debt instruments).

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted accounting practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. As per its records this Company has not, during the year paid any managerial remuneration.

xii. As it is not a Nidhi company and the Nidhi Rules 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of section 177 and 188 of the Act where applicable. The details of related party transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.

xiv. Based on our examination of its records, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us by the Management, the Company has not entered into any non-cash transactions with its Directors or persons connected with them. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of clause 3(xvi) of the Order are not applicable to the Company.

(Referred to in para 2 (f) under ‘Report on other Legal and Regulatory Requirements’ section of our Report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of SOM DISTILLERIES & BREWERIES LIMITED, NEW DELHI (“the Company"), as of 31st March, 2018, in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statement in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

However, despite it being a less complex Company, for more effective financial controls it needs to:

a) formally codify the system of internal financial controls,

b) document operations and effectively monitor controls, and

c) more effectively segregate duties.

We have considered the matters identified and reported above and they do not affect our opinion on the financial statements of the Company.

For R. N. GUPTA & ASSOCIATES

Chartered Accountants

Firm Registration No. 001419C

6, New Market (1st Floor),

T.T. Nagar, R.N. Gupta

BHOPAL 462 003 Proprietor

Dated: 06.06.2018 Membership No. 070590


Mar 31, 2016

TO THE MEMBERS OF SOM DISTILLERIES & BREWERIES LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of SOM DISTILLERIES & BREWERIES LIMITED, NEW DELH ["the Company''), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cosh Flaw Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

Our responsibility Is to express an opinion on these financial statements Dosed on

our audit. We have taken into account the provisions of the Act, The accounting and auditing standards and mailers which are required of be included in 1he 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 sub section 10 of Section 143 of the Ad. 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 for 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 the material misstatement of the financial statements, whether due to fraud or error. I 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, taut 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 control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Deriders, as well as evaluating The overall presentation of The financial statements. We believe that the audit evider.ee we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, 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 offal’s of me Company as at 31r March, 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order. 2016, issued by the Central Government of India in terms Of subsection 11 of section 143 of the Act (hereinafter referred to as The "Order''''), anti on the basis of such checks Of the books and records of the Company as we considered appropriate and according to information and explanations given to us, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by subsection 3 of Section 143 of The Act, we report that:

a) We have sought and obtained all the Information and explanations which for the best of our Knowledge and belief were necessary for the purposes of our audio.

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

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

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

e) On the basis of the written represent lions received from the Directors as on 31” March, 2016 token on record by the Board of Directors, none of the Directors are disqualified as on 31H March, 2016 from being appointed a Director in terms of subsection 2 of 5ectlon 164 of the Act.

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

B.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note 33 to the financial statements;

ii. As per the information given to us, the Company does not foresee any losses on any long-term contracts and has therefore not made any provision. We have been informed that the Company has not entered into any derivative contracts.

III. As at 311 March, 2016, as per its records, there were no amounts required to be transferred by the Company to the Investor Education and Protection Fund.

Referred to in Para 1 under ''Repent on other Legal and Regulatory Requirements'' section of our Report of even dote)

T, (a) As per the Information given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of Its fixed assets, ) We have Seen informed that the fixed chisels have been physically verified by the Management at the date of the financial year no discrepancies ore reported have been noticed on such verification.

(c) As per the records and information and explanations given to us, the title deeds of immovable properties ore held in the name Of the company,

ii. As per the information given to us the Inventory has been physically verified, at reasonable intervals, during The year, by the Management and no material discrepancy ore stated to have been noticed,

lil. As per the Information and explanations given to us, the Company not granted any loans, secured or unsecured, to Companies, firms. Limited Liability Partnerships or other parties covered In the register maintained under 5ection 189 of the Act. Accordingly, the provisions of Paragraph 3(iii) are not applicable,

iv. in our opinion, and according to the Information and explanations given lo us, the Company has complied with the provisions of Section 195 and 186 of the Act in respect of the loans and guarantees and security provided by it, to the extent applicable,

v. According to the Information given to us, the Company has not, accepted any deposits from the public within the meaning of Sections 73,7-1,75 and 76 of the Act and the Rules framed there under to the extent notified,

vl. As per the explanations given to us,, the Central Government has not specified maintenance of cost records in respect of the Company''s products.

vll. (a) According to the records of the Company, Provident Fund, Income Tax.Sales Tax, Custom duty, State Excise duty, Value Added Tax. cess and other statutory dues have been regularly deposited with the appropriate authorities.

We have been Informed that the Employees Slate Insurance Scheme Is not applicable to the Company,

(b) As per the information and explanations given to us, the statutory dues which have not been deposited on account of disputes are as follows:

Name of Statute

Nature of

does

Amount (Rupees in Iocs)

Period To which the amount

Relates

Forum where dispute is pending

1V1 p Entry Tax Act, 1976

Entry Tax

48.94

2007-06

MP Commercial Tax Appeal Board, Bhopal

M P VAT Tax Act, 2002

Entry Tax

13.95

2012-13

Additional Commissioner Commercial Tax. Bhopal

jVi P VAT Tax Act, 2002

C5T

69,48

2006-07

MP High Court

M P VAT Tax Act, 2002

C5T

23.76

2007-08

MP High Court

M P VAT Act/2002

C5T

16B.20

2008-09

MP High Court

M P VAT Act, 2002

C5T

490

2010-11

MP High Court

M P VAT Act, 2002

C5T

454.37

2011-12

MP High Court

M P VAT Act, 2002

CST

413.69

2012-13

Additional Commissioner Co m metrical Tax, Bhopal

MPVAT Act, 2002

Entry Tax

17.45

2012-13

Additional Commissioner Commercial Tax, Bhopal

income Tax Act, 1961

Tax After Assessment

217-5

2012-13

Commissioner of income Tax Appeals

Income Tax Act,1961

Tax After Assessment

70.2B

2013-14

Commissioner of Income Tax Appeals

(c) As per the records of the company, during the year, no amount was required to he transferred to the investor Education and Projection Fund.

vlll. As per the records of The Company examined by us and the information and explanation given to us, the Company has not defaulted in repayments of loans or borrowings to any financial institutions or bank or Government or dues to debenture holders, as applicable, as at balance sheet date.

lx. According to the information and explanations given to us (he moneys raised by way of term loans ha ye been applied, on an overall basis, for the purpose for which they were obtained. The Company has not raised any moneys by way of initial public offer or any other further public offer (including debt instruments).

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted accounting practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by The Company or on the Company by Its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. As per its records this Company has not, during The year paid any managerial remuneration.

xii, As it is no1 a Nidhi company and the nidhi Rules 2014 are not applicable to it, the provisions at Clause 3

(xil) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of section 177 o n d 169 of the Act. The details at relayed party financial have been disclosed in the financial statements as required by the applicable accounting standards,

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3{xiv) of the order are not applicable the Company.

xv. A$ per the Information given to us. the Company has not entered into any non cash transactions with as Directors or persons connected with him, Accordingly, the provisions of Clause 3(xv) of the order are not applicable 1o the Company.

xvi. The Company is not required to be registered under section 45-lA of the Reserve Bank of Indio Act, 1934. Accordingly, the provisions of clause

3 (xvl) of the order are not applicable to The Company.

Management Responsibility for Internal Financial Controls

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act.

We have audited the internal financial controls over financial reporting of SOM DISTILLERIES & BREWERIES LIMITED, NEW DELHI (''the Company"), as of 3r March, 2016, in conjunction with our audit of the financial statements of the Company for the year ended on that date.

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

Auditors'' Responsibility

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

2. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of Internal financial controls over financial re porting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements. Whether due to fraud or error,

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

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies procedures that (1) pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary !o permit preparation of financial statement in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only In accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has an adequate Internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 37si March, 2016, based on the internal control over financial reporting criteria established by The Company considering the essential components of internal control stated in the Guidance Note Audit of Internal Financial Controls Over Financial Reporting Issued by the institute of Chartered Accountants of India.

However, despite It being a less complex Company, for more effective financial controls it needs to:

a)Formally codify the system of internal financial controls,

b}Document operations and effectively monitor controls, and

c) More effectively segregate duties.

We have considered the matters identified and reported above and they do not affect our opinion on the financial statements of the company.

For K.C. KHANNA & Co.

Chartered Accountants

12, Zone II, M.P. Nagar, Firm Registration No. 000481N

BHOPAL 462 011

Dated: 13.08.2016 Harsha Chandra

Partner

Membership No. 080489


Mar 31, 2015

We have audited the accompanying financial statements of SOM DISTILLERIES & BREWERIES UMITED, NEW DELHI ('the Company'), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditors' 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 sub section 10 of Section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

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 31 st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Government of India, in exercise of powers conferred upon it under subsection 11 of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

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

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

(f-i.) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 33 to the financial statements;

(f-ii.) As per the information given to us, the Company does not foresee any losses on any long-term contracts and has therefore not made any provision. We have been informed that the Company has not entered into any derivative contracts.

(f-iii.) As at March 31,2015, as per its records, there were no amounts required to be transferred by the Company to the Investor Education and Protection Fund.

Annexure to the Independent Auditors' Report SOM DISTILLERIES & BREWERIES LIMITED Year ended 31.03.2015 (Referred to in para 1 under 'Report on other Legal and Regulatory Requirements' section of our Report of even date)

1. (a) As per the information given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) We have been informed that the fixed assets have been physically verified by the Management at the close of the financial year and no discrepancies are reported have been noticed on such verification.

2. (a) As per the information given to us the inventory has been physically verified, at reasonable intervals, during the year, by the Management. In our opinion, the frequency of such verification is reasonable.

(b) The procedures for the 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) The Company is stated to be maintaining proper records of inventory, No material discrepancies are stated to have been noticed on such verification.

3. As per the information given to us, the Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered in the register maintained under Section 189 of the Act. However, the Company has an account in the nature of a current account with a company under the same management. It has been explained to us that the transactions with this company are in the ordinary course of business. The maximum amount due from that company at any time during the year wasRs. 46,24,74,613 (previous year Rs. 3,62,41,381) and the year end debit balance was Rs. 22,72,12,413 (previous year Rs.7,43,93,832).

(a) Not applicable.

(b) Not applicable.

4. 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 and fixed assets and for the sale of goods and services. However, procedures for purchase of inventory need to be strengthened.

5. According to the information given to us, the Company has not, during the year, accepted any deposits from the public in accordance with the provisions of sections 73 to 76 of the Act and the Rules framed thereunder.

6. As per the explanations given to us, the Central Government has not specified maintainence of cost records in respect of the Company's products.

7. (a) According to the records of the Company, provident fund dues, State excise and related dues and other statutory dues have been regularly deposited with the appropriate authorities.

We have been informed that the Employees State Insurance Scheme is not applicable to the Company. As per the records of the Company and the information and explanations given to us, there are no undisputed statutory dues outstanding as at 31.03.2015 for a period of more than six months from the date they became payable.

(b) As per the information and explanations given to us, the statutory dues which have not been deposited on account of disputes are as follows:

Name of Nature of Amount Statute dues (Rupees in lacs)

M P Entry Entry Tax 48.94 Tax Act, 1976

MPVAT CST 454.37 Tax Act, 2002

MPVAT CST 413.69 Tax Act, 2002

MPVAT Entry Tax 17.45 Tax Act, 2002

Income Tax Tax after 217.5 Act, 1961 assessment

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

M P Entry Tax Act, 1976 2007-08 MP Commercial Tax Appeal Board, Bhopal

MPVAT Tax Act, 2002 2011-12 MP High Court

MPVAT Tax Act, 2002 2012-13 Additional Commissioner Commercial Tax, Bhopal

MPVAT Tax Act, 2002 2012-13 Additional Commissioner Commercial Tax, Bhopal Income Tax Act, 1961 2012-13 Commissioner of Income Tax Appeals

(c) As per the records of the company, during the year, no amount was required to be transferred to the Investor Education and Protection Fund.

8. The Company has no accumulated losses. Further, the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

9. As per the records of the company, and the information given to us, the company has not defaulted in repayment of dues to any financial institutional or bank.

10. According to the information given to us, the Company had given a corporate guarantee to a bank for a loan taken by another company. As per the explanations given to us, the terms and conditions of such guarantee are not prejudicial to the interests of the company.

11. As per the information given to us, the term loans have been applied for purposes for which they were obtained.

12. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

12, Zone II, N.P. Nagar, For K.C. KHANNA & Co.

BHOPAL 462 011 Chartered Accountants

Firm Registration No. 000481N

Dated: 27.07.2015 Harsha Chandra

Partner

Membership No. 080489


Mar 31, 2014

We have audited the accompanying financial statements of SOM DISTILLERIES & BREWERIES LIMITED, NEW DELHI (''the Company''), which comprise the Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/ 2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards of 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 whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount 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 Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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

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

b) in the case of the Statement of Profit and Loss, of the profit 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 Companyfor 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 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 ouraudit;

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 the 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 the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the general circular 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs in respect of section 133 of the companies act, 2013;

e) on the basis of written representations received from the directors as on March 31,2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of section 274 (1 )(g) of the Act.

SOM DISTILLERIES 8 BREWERIES LIMITED ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in para 1 under ''Report on other Legal and Regulatory Requirements'' section of our Report of even date)

1. (a) As per the information given to us the Company has maintained records showing full particulars, including quantitative details and situation of its fixed assets.

(b) We have been informed that the fixed assets other than Office Equipments and Furniture and Fixtures are stated to have been physically verified by the Management at the close of the financial year and no discrepancies have been noticed on such verification.

(c) No fixed assets, otherthan a vehicle, have been disposed off during the year.

2. (a) As per the information given to us the inventory has been physically verified, during the year, by the Management. In our opinion, the frequency of verification is reasonable.

(b) As per the information given to us, the procedures of physical verification of inventories followed by the Management are adequate in relation to the size of the Company and the nature of its business.

(c) The Company is stated to be maintaining proper records of inventory. No material discrepancies are stated to have been noticed on verification between the physical stocks as compared to book records.

3. (a) As per the information given to us, the Company has not granted any loans, secured or unsecured, to Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

The Company has an account in the nature of a current account with a company under the same management. The maximum amount due to and due from that company at anytime during the year was Rs. 13,49,45,179 (previous yearRs. 11,27,57,155) and Rs. 3,62,41,381 (previous year Rs. 6,94,27,229) respectively and the year end debit balance was Rs. 7,43,93,8321 (previousyear Rs. NIL).

(b) It has been explained to us that since the current account mentioned above is not in the nature of a loan, there are no stipulations for levy of interest.

(c) Not applicable.

(d) Not applicable.

(e) During the year the Company has not obtained any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) Not applicable.

(g) Not applicable.

4. 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 fixed assets and forthe sale of goods and services. Such procedures for purchase of inventory need to be strengthened.

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

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

6. According to the information and explanations given to us, the Company has not, during the year, accepted any deposits from the public.

7. In our view a regular system of internal audit of all areas of the Company''s operations needs to be put in place and implemented.

8. As per the information given to us, the Company has made and maintained cost accounting records pursuant to The Companies (Cost Accounting Records) Rules 2011 prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956.

9. (a) According to the records of the Company, provident fund dues, State excise and related dues have been regularly deposited with the appropriate authorities.

We have been informed that the Employees State Insurance Scheme is not applicable to the Company.

As per the records of the Company and the information and explanations given to us, there are no undisputed statutory dues outstanding as at 31.03.2014 for a period exceeding a period of six months from the date they became payable.

(b) As per the information and explanations given to us, the statutory dues which have not been deposited on account of disputes are as follows:

Name of Nature of Amount Period to Forum where Statute dues Rupees Which the Dispute is In Lacs amount relates Pending MP Entry MP Commercial Tax Act 1976 Entry Tax 48.94 2007-08 Tax Appeal Board, Bhopal

10. The Company has no accumulated losses. Further, the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. As per the records of the company, as at the year end, there were no amounts outstanding/due to any financial institution, bank or debenture holders.

12. As per the information given to us, the Company has not granted, during the year, any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. As per the information given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. According to the information given to us, during the year, the Company has given a corporate guarantee for a loan taken by others from a bank. In the absence of necessary information, we are unable to comment as to whether the terms and conditions of such guarantee are prejudicial to the interests of the company or not.

16. As per the information given to us, the term loans have been applied for purposes for which they were obtained.

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

18. During the year, the Company has not made any preferential allotment of shares to anyone.

19. According to the information given to us, during the period covered by our Report the Company did not issue any debentures. Hence, the provisions of Clause 4 (xix) of the Order are not applicable to the Company.

20. The Company has not raised any money by way of public issue during the year. Accordingly, the provisions of Clause 4 (xx) of the Order are not applicable to the Company.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For K.C. KHANNA & Co. Harsha Chandra Chartered Accountants Partner Firm Registration No. 000481N Membership No. 080489 23, Zone II, MP. Nagar, Dated: 30.05.2014 BHOPAL 462 011


Mar 31, 2012

We have audited the attached Balance Sheet of SOM DISTILLERIES & BREWERIES LIMITED, NEW DELHI ('The Company') as at 31st March, 2012 and also the Profit & 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 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 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 (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Government of India under sub-section (4A) of Section 227 of the Companies Act, 1956, 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 and on the basis of the audit indicated herein, we report that:

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

2. 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.

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

4. In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this Report comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

5. Based on written representations received from the Directors, as at 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors are, prima facie, as at 31st March, 2012, disqualified from being appointed as Directors of the Company under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statement together with the notes thereon and the Note 1 to 38 attached thereto 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,

a) in the case of the Balance Sheet, of the state of the Company's affairs as at 31st March, 2012

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

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

1. (a)As per the information given to us the Company has maintained records showing full particulars, including quantitative details and situation of its fixed assets.

(b) We have been informed that the fixed assets other than Office Equipments and Furniture and Fixtures are stated to have been physically verified by the Management at the close of the financial year and no discrepancies have been noticed on such verification.

(c) No fixed assets have been disposed off during the year.

2. (a) As per the information given to us the inventory has been physically verified, during the year, by the Management. In our opinion, the frequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. No material discrepancies are stated to have been noticed on verification between the physical stocks as compared to book records.

3. (a) As per the information given to us, the Company has not granted any loans, secured or unsecured, to Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

The Company has an account in the nature of a current account with a company under the same management. The maximum amount due to and due from that company at any time during the year was Rs. 12,42,68,528 and Rs. 10,59,79,284 respectively and the year end debit balance was Rs. 36,90,977.

(b) Not applicable.

(c) Not applicable.

(d) Not applicable.

(e) During the year the Company has not obtained any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) Not applicable.

(g) Not applicable.

4. 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 fixed assets and for the sale of goods and services. Such procedures for purchase of inventory need to be strengthened.

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

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

6. According to the information and explanations given to us, the Company has not, during the year, accepted any deposits from the public.

7. In our view a regular system of internal audit of all areas of the Company's operations needs to be put in place and implemented.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for any of the Company's products.

9. (a) According to the records of the Company, provident fund dues, State excise and related dues have been regularly deposited with the appropriate authorities.

We have been informed that the Employees State Insurance Scheme is not applicable to the Company.

As per the records of the Company there are no undisputed statutory dues outstanding as at 31.03.2012 for a period exceeding a period of six months from the date they became payable other than Income tax for the assessment year 2011-12 aggregating to Rs. 2,45,62,000. As per the details made available to us, this liability has been cleared before the signing of this report.

(b) As per the information and explanations given to us, the statutory dues which have not been deposited on account of disputes are as follows:

Name of Statue Nature of dues Amount period to which Forum where (Rupees in lacs) the amount relates dispute is pending

M P Entry Entry Tax 48.94 2007-2008 MP Commercial Tax Act, 1976 Tax Appeal Board, Bhopal

10. The Company has no accumulated losses. Further, the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. The inter corporate deposit obtained from the Madhya Pradesh Industrial Development Corporation Ltd. (MPSIDC), a state level financial institution is outstanding. As per the explanations given to us, there are differences of opinion on certain matters between the Management of the Company and MPSIDC. We are therefore unable to comment on the requirements under this para. (Refer Note No. 5 to the Accounts).

12. As per the information given to us, the Company has not granted, during the year, any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. As per the information given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. The Company has given Corporate guarantees for loans obtained by a company under the same management. As has been explained to us, the terms and conditions thereof are not prejudicial to the interest of the Company.

16. As per the information given to us, the term loans have been applied for purposes for which they were obtained.

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

18. During the year, the Company has not made any preferential allotment of shares to anyone.

19. According to the information given to us, during the period covered by our Report the Company did not issue any debentures. Hence, the provisions of Clause 4 (xix) of the Order are not applicable to the Company.

20. The Company has not raised any money by way of public issue during the year. Accordingly, the provisions of Clause 4 (xx) of the Order are not applicable to the Company.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For K.C. KHANNA & Co.

Chartered Accountants

Firm Registration No. 000481N

Harsha Chandra

Partner

12, Zone II, M.P. Nagar, Bhopal - 462 011 Membership No. 080489

Dated: 31.08 2012


Mar 31, 2011

We have audited the attached Balance Sheet of SOM DISTILLERIES & BREWERIES LIMITED, NEW DELHI as at 31st March, 2011 and also the Profit & 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 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 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 (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Government of India under sub-section (4A) of Section 227 of the Companies Act, 1956, 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 and on the basis of the audit indicated herein, we report that:

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

2. 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.

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

4. In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this Report comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

5. Based on written representations received from the Directors, as at 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors are, prima facie, as at 31st March, 2011, disqualified from being appointed as Directors of the Company under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statement together with the notes thereon and the Schedules A to L attached thereto 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,

a) in the case of the Balance Sheet, of the state of the Company's affairs as at 31st March, 2011

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

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

Annexure to the Auditors' Report

(Referred to in our Report of even date)

1. (a) As per the information given to us the Company has maintained records showing full particulars, including quantitative details and situation of its fixed assets.

(b) We have been informed that the fixed assets other than Office Equipments and Furniture and Fixtures are stated to have been physically verified by the Management at the close of the financial year and no discrepancies have been noticed on such verification.

(c) No fixed assets have been disposed off during the year.

2. (a) As per the information given to us the inventory has been physically verified, during the year, by the Management. In our opinion, the frequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. No material discrepancies are stated to have been noticed on verification between the physical stocks as compared to book records. ,

3. (a) As per the information given to us, the Company has not granted any loans, secured or unsecured, to Companies covered in the register maintained under Section 301 of the Companies Act, 1956. .

(b) Not applicable.

(c) Not applicable.

(d) Not applicable.

(e) During the year the Company has not obtained any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act. However, in the earlier years, an unsecured loan had been obtained from one such company, which had been repaid during the year.

In addition thereto, the Company has an account in the nature of a current account with the same company. The maximum amount due to that company at any time during the year was Rs. 2,65,32,425 and the year end balance was Rs. nil.

(f) As per the information given to us, there are no stipulations as to the rate of interest and there are no other terms and conditions attached thereto. In our view, this is not prima facie, prejudicial to the interest of the Company.

(g) As per the information given to us, there are no stipulations as to the repayment of the principal amount and interest.

4. 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 fixed assets and for the sale of goods and services. Such procedures for purchase of inventory need to be strengthened.

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

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

6. According to the information and explanations given to us, the Company has not, during the year, accepted any deposits from the public.

7. In our view a regular system of internal audit of all areas of the Company's operations needs to be put in place and implemented.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for any of the Company's products.

9. (a) According to the records of the Company, provident fund dues, State excise and related dues have been regularly deposited with the appropriate authorities.

We have been informed that the Employees State Insurance Scheme is not applicable to the Company.

As per the records of the Company there are no undisputed statutory dues outstanding as at 31.03.2011 for a period exceeding a period of six months from the date they became payable.

(b) As per the information and explanations given to us, the statutory dues which have not been deposited on account of disputes are as follows:

Amount Period to which Name of Nature (Rupees Forum where Statute of dues in Lacs) the amount dispute is relates pending

M P Entry Entry 4.85 1999-2000 Appeal Court, Tax Act, Tax Commercial Tax, 1976 Bhopal

10. The Company has no accumulated losses. Further, the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. As per the information given to us, the Company has not repaid the inter corporate deposit obtained from the Madhya Pradesh Industrial Development Corporation Ltd. (MPSIDC), a state level financial institution. The amount outstanding, since October 2002 is principal Rs. 7.00 crores plus applicable interest (refer Note B10 of Schedule L to the Accounts).

As per its records, the repayment of the loans from the Kotak Mahindra Bank Ltd., (KMBL) has not been in accordance with the initially accepted terms. As per the explanations given to us, this is due to the difference of opinion on certain matters between the Management of the Company and KMBL. We are therefore unable to determine the period of default, if any (refer Note B11 of Schedule L to the Accounts).

12. As per the information given to us, the Company has not granted, during the year, any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. As per the information given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. The Company has given Corporate guarantees for loans obtained by a company under the same management. As has been explained to us, the terms and conditions thereof are not prejudicial to the interest of the Company.

16. As per the information given to us, the term loans have been applied for purposes for which they were obtained. '

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

18. During the year, the Company has not made any preferential allotment of shares to anyone.

19. According to the information given to us, during the period covered by our Report the Company did not issue any debentures. Hence, the provisions of Clause 4 (xix) of the Order are not applicable to the Company.

20. The Company has not raised any money by way of public issue during the year. Accordingly, the provisions of Clause 4 (xx) of the Order are not applicable to the Company.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For K.C. KHANNA & Co.

Chartered Accountants

Firm Registration No. 00048IN

Harsha Chandra

Partner

Membership No. 080489

12, Zone II, M.P. Nagar, BHOPAL 462 011

Dated: 30.05.2011


Mar 31, 2010

We have audited the attached Balance Sheet of SOM DISTILLERIES & BREWERIES LIMITED, NEW DELHI as at 31st March, 2010 and also the Profit & 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.

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 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 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Government of India under sub-section (4A) of Section 227 of the Companies Act, 1956, 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 and on the basis of the audit indicated herein, we report that:

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

2. 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.

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

4. In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this Report comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 except Accounting Standards AS (15): "Employee Benefits" and (AS) 22: "Accounting for Taxes on Income".

5. Based on written representations received from the Directors, as at 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors are, prima facie, as at 31st March, 2010, disqualified from being appointed as Directors of the Company under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, subject to

i)Note no. B11 of Schedule L regarding non provision of interest on the inter corporate deposit from the Madhya Pradesh State Industrial Development Corporation Ltd. (MPSIDC) as stated in the said Note;

ii)Note no. B24 of Schedule L regarding balances at debit/credit in the accounts of various parties being subject to confirmation and reconciliation; in the context of debit balances, particularly old outstanding amounts, we are unable comment as to whether and the extent to which provision is required upto the year end;

the financial statement together with the notes thereon and the Schedules A to L attached thereto 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,

a) in the case of the Balance Sheet, of the state of the Companys affairs as at 31st March, 2010

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

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

Annexure to the Auditors Report (Referred to in our Report of even date)

1 • (a) As per the information given to us the Company has maintained records showing full particulars, including quantitative details and situation of its fixed assets.

(b) We have been informed that the fixed assets other than Office Equipments and Furniture and Fixtures are stated to have been physically verified by the Management at the close of the financial year and no discrepancies have been noticed on such verification.

(c) No fixed assets have been disposed off during the year.

2. (a) As per the information given to us the inventory has been physically verified, during the year, by the Management. In our opinion, the frequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. No material discrepancies are stated to have been noticed on verification between the physical stocks as compared to book records.

3. (a) As per the information given to us, the Company has not granted any loans, secured or unsecured, to Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) Not applicable.

(c) Not applicable.

(d) Not applicable.

(e) During the year the Company has not obtained any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act. However, in the earlier years, an unsecured loan had been obtained from one such company, part of which had been repaid during the year.

In addition thereto, the Company has an account in the nature of a current account with the same Company. The maximum amount due at any time during the year was Rs. 3,33,12,644 and the yearend balance was Rs. 47,62,521.

(f) As per the information given to us, there are no stipulations as to the rate of interest and there are no other terms and conditions attached thereto. In our view, this is not prima facie, prejudicial to the interest of the Company.

(g) As per the information given to us, there are no stipulations as to the repayment of the principal amount and interest.

4. 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 fixed assets and for the sale of goods and services. Such procedures for purchase of inventory need to be strengthened.

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

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

6. According to the information and explanations given to us, the Company has not, during the year, accepted any deposits from the public.

7. In our view a regular system of internal audit of all areas of the Companys operations needs to be put in place and implemented.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for any of the Companys products.

9. (a) According to the records of the Company, provident fund dues, State excise and related dues have been regularly deposited with the appropriate authorities.

We have been informed that the Employees State Insurance Scheme is not applicable to the Company.

As per the records of the Company there are no undisputed statutory dues outstanding as at 31.03.2010 for a period exceeding a period of six months from the date they became payable.

(b) As per the information and explanations given to us, the statutory dues which have not been deposited on account of disputes are as follows:

Name of Nature of Amount Period to which the Statute dues (Rupees in Lacs) amount relates

M P Entry Tax Act, Entry Tax 4.85 1999-2000 1976

Name of Statue Forum where dispute is pending

M P Entry Tax Act, 1976 Appeal Court, Commercial Tax, Bhopal

10. The Company has no accumulated losses. Further, the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. As per the information given to us, the Company has not repaid the inter corporate deposit obtained from the Madhya Pradesh Industrial Development Corporation Ltd. (MPSIDC), a state level financial institution. The amount outstanding, since October 2002 is principal Rs. 7.00 crores plus applicable interest (Refer Note no. B11 of Schedule L).

12. As per the information given to us, the Company has not granted, during the year, any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. As per the information given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. The Company has given Corporate guarantees for loans obtained by a company under the same management. As has been explained to us, the terms and conditions thereof are not prejudicial to the interest of the Company.

16. As per the information given to us, the term loans have been applied for purposes for which they were obtained.

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

18. According to the information and explanations given to us, the Company has, during the year made preferential allotment of shares on the conversion of share warrants issued in an earlier year to parties then covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the price at which such shares have been issued is not prejudicial to the interest of the Company.

19. According to the information given to us, during the period covered by our Report the Company did not issue any debentures. Hence, the provisions of Clause 4 (xix) of the Order are not applicable to the Company.

20. The Company has not raised any money by way of public issue during the year. Accordingly, the provisions of Clause 4 (xx) of the Order are not applicable to the Company.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For K.C.KHANNA & Co. Chartered Accountants

23, Zone II, MP. Nagar,

BHOPAL 462 011 Harsha Chandra

Partner Dated: 22nd July, 2010 Membership No. 080489

Firm Registration No. 000481N

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