Auditor Report of Winsome Breweries Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flowsof 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 inaccordance 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 ad- equate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reason- able 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2015;

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by 'the Companies (Auditor's Report) Order, 2015', issued by the Central Government of India in terms of sub-section (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 the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books subject to Note No. 35 regarding accounting of certain items on cash basis.

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards speci- fied under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 except AS-1 regarding accounting of certain items on cash basis as stated in Note No. 35 & AS-15 regarding provision of employee benefits as stated in note no. 27.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i) Non- Provisioning against finished goods lying in the possession of an ex-C&F Agent and demand raised as stated in Note No. 38 (amount unascertainable).

ii) Non-Provisioning for interest payable on foreign currency loan amounting to Rs. 1,81,31,810.62 (excluding exchange fluctuation amount unascertained) (Note No. 35), as stated in the said note.

iii) The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

iv) In our opinion and as per the information and explanations provided to us, the Company has not entered into any long-term contracts including derivative contracts, requiring provision under applicable laws or accounting standards, for material foreseeable losses.

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS' REPORT ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2015

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

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

2. (a) Physical verification has been conducted by the management at reasonable intervals in respect of finished goods, stores, spare parts and raw materials.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reason- able and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion the Company is maintaining proper records of inventories. The discrepancies noticed on such verification between the physical stocks and book records were not significant and the same have been properly dealt with in the books of account.

3. (a) According to the information and explanations given to us, the Company has granted unsecured loan to Four Parties covered in the register maintained under section 189 of the Companies Act. The amount involved is Rs 6,14,33,521/-.

(b) The Rate of interest and other terms & condition of the above loan are not prima-facie prejudicial to the interest of the company.

(c) The payment of interest & principal amount is regular.

4. In our opinion there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanations given to us the company has not accepted any deposits, in terms of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

6. The Central Government has prescribed the maintenance of cost records sub-section (l) of section 148 of the Companies Act, in respect of certain manufacturing activities of the Company. We have broadly reviewed such records and are of the opinion that prescribed accounts and records have been made and maintained.

7. a) As per information and explanations given to us, the company is regular in depositing undisputed statutory dues including provident fund, employees'state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There are no outstanding statutory dues as at the last day of the financial year under audit for a period of more than six months from the date they became payable except dues of Sales Tax as stated below:

Name of the statute Nature of the Amount (Rs.) Period to dues which the amount relates

Sales Tax Act (Patna) Sales Tax 484543.77 1998-99

Sales Tax Act (Patna) Sales Tax 267036.39 1999-00

Name of the statute Due Date Date of Payment

Sales Tax Act (Patna) 15th April 1999 Not paid till date

Sales Tax Act (Patna) 15th July 1999 Not paid till date

As informed to us, Employees' State Insurance is not applicable to the Company.

b) We have been informed that following disputed demands in respect of VAT, Service Tax, Excise Duty, Entry Tax and Income Tax have not been deposited on account of pending appeals:

Name of the statute Nature of the dues Amount (Rs.)

Rajasthan Excise duty 3049576.00 State Excise Act

Name of the statute Period to which Forum where pending the amount relates

Rajasthan 1995-96 Revenue Board State Excise Act

c) In our opinion, and according to the information and explanations given to us, amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder have been transferred to such fund within time.

8. There are no accumulated losses of the company as at the end of the year. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

9. Based on our audit procedures and on the basis of information and explanations given to us by the manage- ment, we are of the opinion that there is no default in repayment of dues to the Financial Institutions, banks or debenture holders as at the year end.

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

11. In our opinion term loans were applied for the purpose for which the loans were obtained by the company.

12. Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31.03.2015.

For O. P. BAGLA & CO. CHARTERED ACCOUNTANTS FIRM REGN. NO. 000018N PLACE : NEW DELHI DATED : 28th May,2015 (SANJEEV AGARWAL) PARTNER M No. 408316

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Mar 31, 2014

We have audited the accompanying financial statements of WINSOME BREWERIES LIMITED (the Company1), which comprise the Balance Sheet as at March 31,2014, 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 ofthe financial position and financial performance ofthe Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 ofthe Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute ofChartered Accountants ofIndia. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

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

(ii) in the case of the statement of profit and loss, of the PROFIT for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2003as amended by the Companies(Auditors Report) order2004issued by the Central Government of India in terms ofsub-section (4a) of section 227of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 ofthe 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 ofour knowledge and beliefwere necessary for the purpose of our audit.

b. In our opinion, proper book ofaccounts as required by the law, have been kept by the Company so far as appears from our examination ofthose books subject to Note No. 35 & 36 regarding accounting of certain items on cash basis.

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

d. In our opinion, the Balance Sheet, Profit and Loss Account, and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956 except aS-1 regarding accounting of certain items on cash basis as stated in Note No. 35 & 36 & AS-15 regarding provision of employee benefits as stated in note no. 27.

e. On the basis ofwritten representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none ofthe directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 ofthe Companies Act, 1956.

f. Attention is invited to the following notes of accounts :

i) Non- Provisioning against finished goods lying in the possession of an ex-C&F Agent and demand raised as stated in Note No. 38 (amount unascertainable).

ii) Non-Provisioning for interest payable on foreign currency loan amounting to Rs. 1,81,31,810.62 (exclud- ing exchange fluctuation amount unascertained) (Note No. 35), as stated in the said note.

iii) Non-Provisioning for foreign exchange fluctuation on foreign currency loan amounting to Rs. 62,15,219 (Note No. 36), as stated in the said note.

g) We further report that the balance in Profit and Loss Account are without considering items mentioned in 2(f)

(i) to (iii) above the effect of which could not be determined. Had the effect of items mentioned in 2(f) (ii)& (iii) above been given to in these accounts, credit balance in Profit and Loss Account would have been reduced by Rs.2,43,47,030 and unsecured loan would have been increased by Rs. 2,43,47,030.

Annexure to the Auditors'' Report

(Referred to in paragraph 1 of our Report of even date: Winsome Breweries Ltd. for the year ended 31st March, 2014)

i) (a) The Company has maintained records showing full particulars including quantitative details and situation of fixed assets, however the same needs to be Completed/Updated.

(b) As explained to us, the fixed assets are being physically verified by the management (as per the programme in a phased periodical manner), which in our opinion is reasonable, having regard to the size of the company and nature of its fixed assets.No material discrepancies were noticed on such verification.

(c) As per the records and the information and explanations given to us, no fixed assets have been disposed off during the year.

ii) (a) As explained to us, inventories (except stock lying with third parties) have been physically verified by the management at regular intervals during the year.

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

(c) The company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification.

iii) (a) According to the information and explanations given to us, the Company has granted an unsecured loan to

Three Parties covered in the register maintained under section 301 of the Companies Act 1956. The amount involved is Rs 43,882,309.

(b) The Rate of interest and other terms & condition of the above loan are not prima-facie prejudicial to the interest of the company.

(c) The payment of interest & principal amount is regular.

(d) The company has not taken unsecured loan from a company covered in the register maintained under section 301 of the Companies Act, 1956. Further, Clause 4(iii) (e) & (f) of the order are not applicable.

iv) In our opinion and according to the information and explanations given to us, the internal control system is commensurate with the size of the company and nature of its business for the purchase of inventory, fixed assets and for the sale of goods. We have not observed any continuing failure to correct major weaknesses in internal control.

v) (a) According to the information and explanations given by the management and based on our audit procedures performed, the transacti -ons that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) Such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted any deposit from the public, within the meaning of the directives issued by Reserve Bank of India and the provisions of sections 58A and 58AA and any other relevant provisions of the Act and the rules framed thereunder

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

viii) The central government has prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of the manufacturing activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, carried out a detailed examination of the same.

ix) (a) According to the records of the company, the company is generally regular in depositing (except delay of some days) undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Wealth Tax, Income Tax, Service Tax, Sales Tax, Custom duty, Excise duty, Cess and other material statutory dues with the appropriate authorities and there are no undisputed statutory dues payable for a period of more than six months from the date they became payable as at 31st March 2014 except dues of Sales Tax as stated below:

Name of the Nature of the Amount (Rs.) Period to Due Date Date of Pay Status the dues which the ment tus Payment Payment relates

Sates Tax Sales Tax 484543.77 1998-99 15th April Not paid till Act(Patna) 1999 date 267036.39 1999-00 15th July 1999

As informed to us, Employees'' State Insurance is not applicable to the Company.

(b) According to the records of the company and the information and explanations given to us, there are no dues in respect of income tax, customs duty, wealth tax, cess matters that have not been deposited with the appropriate authorities on account of any dispute and the dues in respect of sales tax and excise duty that have not been deposited on account of dispute are as stated below:

Name of the Nature of Amount (Rs.) Period to which Forum where statute the dues the amount pending relates

Rajasthan Excise duty 3049576/- 1995-96 Revenue Board State Excise Act

x) There are no accumulated losses of the company as at the end of the year. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi) According to the information and explanations given to us, there is no default in repayment of dues of Financial Institutions and Banks.

xii) In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

xiv) According to the information and explanations given to us, the term loans taken by the company have been applied for the purposes for which the loans were obtained.

xv) According to the information and explanations given to us and on an overall examination of the financial statements of the company, no funds raised on short term basis have been used for long term investment and vice versa.

xvi) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year.

xvii) The company has not issued any debentures.

xviii) The company has not raised any money by public issue during the year.

xix) Based on the audit procedures performed and on the basis of the information and explanations provided by the management, no material fraud on or by the company has been noticed or reported during the course of the audit.

xx) Clauses in paragraph 4 (xiii) & (xiv) of the order are not applicable to the Company for the year under report.

For O.P. BAGLA & CO. CHARTERED ACCOUNTANTS (MUKUL BAGLA) Place: New Delhi PARTNER M.No. 94156 Dated: 31st May, 2014 FIRM REGN NO. 000018N

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Mar 31, 2010

We have audited the attached Balance Sheet of Winsome Breweries Limited as at 31 st March, 2010 and both the Profit & Loss Account and the Cash Flow Statement of the company for the year ended on that date annexed thereto which we have signed under reference to this report. 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 misstatement. An audit includes examining, on a test basis, evidence supporting, the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1) As required by the Companies (Auditors Report) Order, 2003 ,as amended by the Companies (Auditors Report) (Amendment) order 2004 issued by the Central Government in the terms of Section 227 (4A) of the Companies Act, 1956 (TheAct) 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 during the course of the audit, we enclose in the Annexure, a statement on the matters specified in Clause 4 and 5 of the said order.

2) Further to our comments in the Annexure referred to in paragraph 1 above, we report that: -

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

b) In our opinion, proper book of accounts as required by the law, have been kept by the Company so far as appears from our examination of those books subject to Note No. 3 of schedule 20 regarding accounting of certain items on cash basis.

c) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are 1n agreement with the books of accounts of the Company.

d) In our opinion, the Balance Sheet, Profit and Loss Account, and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956 except AS-1 regarding accounting of certain items on cash basis as stated in Note No. 3.

e) On the basis of the written representations received from the directors.and according to the information and explanations given to us, we report that none of the directors of the Company is disqualified as on 31.3.2010 from being appointed as a director in term of clause (g) of sub-section (1) of Section" 274 of the Companies Act, 1956.

f) Attention is invited to the following notes of schedule 20:

(I) i) Non- Provisioning against finished goods lying in the possession of an ex-C&F Agent and demand raised as stated in Note No. 6 (amount unascertainable). ii) Balances of certain sundry debtors, sundry creditors, capital advance, (shown under capital work in progress) loans and advances, unsecured loans and certain bank balances, which are subject to confirmation and reconciliation and impact whereof on the profit for the year and balance in profit & loss account is not ascertainable (Note No. 5). iii) Note No. 9 regarding contingent liability taken on management estimation basis and our inability to comment on correctness and completeness of the same. iv) Note No. 18 regarding deferred tax assets recognized by the company based on the management perception as stated in the said Note about readability and our inability to comment thereon.

(II) i) Non-Provisioning of depreciation on certain fixed assets amounting to Rs. 3,56,73,039.70 for the earlier years (Note No. 2).

ii) Non-Provisioning for interest payable on foreign currency loan amounting to Rs. 1,81,31,810.62 (excluding exchange fluctuation amount unascertained) (Note No. 3), as stated in the said note.

g) We further report that the balance in Profit and Loss Account are without considering items mentioned in 2(f) (l)(i) to (iv) above the effect of which could not be determined. Had the effect of items mentioned in 2(f) (ll)(i) to (ii) above been given to in these accounts,balance in Profit and Loss Account would have been Rs. 5,47,84,668.72 (as against the reported figure of Rs. 9,79,818.40), Total Fixed Assets would have been Rs. 5,66,31,749.65 (as against the reported figure of Rs. 9,23,04,789.35) and unsecured loan would have been Rs. 6,74,38,487.02 (as against the reported figure of Rs. 4,93,06,676.40).

h) Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, Profit and Loss Account and the Cash Flow Statement read together with Notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :-

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010; and ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date. iii) in the case of the Cash Flow Statement, of the cash flow for the year ended on mat date.

Annexure to the AuditorsReport

(Referred to in paragraph 1 of our Report of even date: Winsome Breweries Ltd. for the year ended 31s1 March, 2010) i) (a) The Company has maintained records showing full particulars including quantitative details and situation of fixed assets, however the same needs to be Completed/Updated.

(b) As explained to us, the fixed assets are being physically verified by the management (as per the programme in a phased periodical manner), which in our opinion is reasonable, having regard to the size of the company and nature of its fixed assets.No material discrepancies were noticed on such verification.

(c) As per the records and the information and explanations given to us, no fixed assets have been disposed off during the year.

ii) (a) As explained to us, inventories (except stock lying with third parties) have been physically verified by the management at regular intervals during the year.

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

(c) The company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification.

iii) (a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.Further clause 4(iii)b,c, and dare not applicable (e) The company has not taken unsecured loan from a company covered in the register maintained under section 301 of the Companies Act, 1956. Further, Clause 4(iii) (f) & (g) of the order are not applicable.

iv) In our opinion and according to the information and explanations given to us, the internal control system is commensurate with the size of the company and nature of its business for the purchase of inventory, fixed assets and for the sale of goods. We have not observed any continuing failure to correct major weaknesses in internal control.

v) (a) According to the information and explanations given by the management and based on our audit procedures performed, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. (b) Such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. vj) The company has not accepted any deposit from the public, within the meaning of the directives issued by Reserve Bank of India and the provisions of sections 58A and 58AA and any other relevant provisions of the Act and the rules framed thereunder

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

vii) The Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of products of the company.

ix) (a) According to the records of the company, the company is generally regular in depositing (except delay of some days) undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Wealth Tax, Income Tax, Service Tax, Sales Tax, Custom duty, Excise duty, Cess and other material statutory dues with the appropriate authorities and there are no undisputed statutory dues payable for a period of more than six months from the date they became payable as at 31st March 2010 except dues of Sales Tax as stated below:

Name of the statute Nature of the dues Amount (Rs.) Period to which Due Date Date of Payment the amount relates

Sales Tax Act Sales Tax 484543.77 1998-99 15 th April 1999 Not paid till date

267036.39 1999-00 15lh July 1999

Further, this is to be read together with our comments in para 2f) (II) (i) to (ii) of our audit report.

As informed to us , Employees State Insurance is not applicable to the Comapany.

(b) According to the records of the company and the information and explanations given tu us, there are no dues in.respect of income tax, customs duty, wealth tax, cess matters that have not been deposited with the appropriate authorities on account of any dispute and the dues in respect of sales tax and excise duty that have not been deposited on account of dispute are as stated below : -

Name of the statute Nature of the dues Amount (Rs.) Period to which Forum where pending

the amount relates

Sales Tax Act Rajasthan Sales tax 961666 1996-97 Dy.Commissioner (Appeals)

Rajasthan State Excise Act Excise duty 31147.75 1997-98 High Court

Rajasthan State Excise Act Excise duty 3049576 1995-96 Revenue Board

x) After considering the quantified qualifications as stated in para 2 f) (II) (i) to (ii) in our Audit Report, accumulated losses as at 31sl March, 2010 of the Company are not more than 50% of its net worth.lt has hot incurred cash losses in current financial year and it has not incurred cash losses in the immediately preceding financial year. However, this is to be read together with comments in Audit Report in para 2 f) (I) (i) to (iv) above in respect of unquantified qualifications, effect of which could not be ascertained.

xi) According to the information and explanations given to us, there is no default in repayment of dues of Financial Institutions and Banks, (except disputed amount of a bank amounting to Rs. 2840969.07)

xii) In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv) In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investment.Therefore, the provisions of Clause 4

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

xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) The company has not taken any term loan during the year.

xvii) According to the information and explanations given to us and on an overall examination of the financial statements of the company, no funds raised on short term basis have been used for long term investment and vice versa.

xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year.

xix) The company has not issued any debentures.

xx) The company has not raised any money by public issue during the year.

xxi) Based on the audit procedures performed and on the basis of the information and explanations provided by the management, no material fraud on or by the company has been noticed or reported during the course of the audit.

For O.P.BAGLA & CO.

Chartered Accountants

Place: New Delhi (MUKUL BAGLA)

Date: 14 AUGUST 2010 PARTNER

M.N.94156