Auditor Report of Bannari Amman Sugars Ltd.

Mar 31, 2024

1. We have audited the accompanying financial statements of Bannari Amman Sugars Limited ("the Company"), which comprise the Balance Sheet as at March 31,2024, and the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended on that date and notes to the financial statements, including a summary of material accounting policies and other explanatory information.

2. 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 Companies Act, 2013 ("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 31,2024, the profit including other comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the 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 (ICAI) 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 ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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

Sl. No.	Description of Key Audit Matter	Description of Auditors'' Response
4.1	Inventory valuation of sugar as at the year	We understood and tested the design and
	ended March 31,2024	operating effectiveness of controls as established
	(Refer to the accompanying Note No.9 forming	by the management in determination of cost of
	integral part of the Financial Statements)	production and net realizable value of inventory
	The Company''s closing stock of sugar as at March	of sugar.
	31, 2024 is Rs. 81,236.33 lakhs. The inventory of	We have tested the adequacy of the method used
	sugar is valued at the lower of Weighted Average	for the cost of production and reliability of data
	cost and net realizable value.	and the procedures followed for arriving at the
	We considered the valuation of the inventory of	cost of sugar.
	sugar as a key audit matter given the relative size of	We reviewed the accounting policy followed for
	the balance in the financial statements and	valuation of inventory of sugar and
	significant judgement involved in the consideration	appropriateness thereof with respect to Ind AS 2
	of factors such as minimum sale price, monthly	Inventories issued by ICAI. We considered
	quota, fluctuation in selling prices and the related	various factors including the actual selling price
	notifications of the Government in determination of	prevailing around and subsequent to the year
	net realizable value.	end, minimum selling price & monthly quota and other notifications of the Government of India, initiatives taken by the Government with respect to sugar industry as a whole. Based on the above procedures performed, the inventory valuation of sugar as at the year-end is considered to be reasonable.

Information other than the Financial Statements and Auditor''s Report thereon

5. The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Corporate Governance and Shareholder''s Information, but does not include the financial statements and our auditor''s report thereon.

6. The other information is expected to be made available to us after the date of this auditor''s report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

7. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the 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 on other information, we conclude that there is a material misstatement, if any, 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 Financial Statements

8. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the I nd AS. 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.

9. In preparing the financial statements, the Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

11. Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

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

a) Identify and assess the risks of material misstatement of the 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.

b) Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

d) 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.

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

13. 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.

14. 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.

15. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period 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

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

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss (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 financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standard) Rules, 2015 as amended.

e) On the basis of the written representations received from the directors as on March 31,2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2024 from being appointed as a director in terms of Section 164(2) of the Act.

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

g) With respect to the matter to be included in the Auditors'' Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

h) 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 Note No.45 to the financial statements;

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

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

iv) a) The management has represented that, to the best of its knowledge and belief, no funds 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 persons or entities, including foreign entities ("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 ("Ultimate Beneficiaries") by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("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 ("Ultimate Beneficiaries") by or on behalf of the Funding Party or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11 contain any material mis-statement.

v) The dividend declared and paid during the year by the Company relating to financial year 2022-23 is in compliance with Section 123 of the Act.

vi) The 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.

Based on our examination which included test checks, the company has used accounting software for maintaining its books of accounts which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

Further during the course of our audit, we did not come across any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable only from April 1,2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

For P N RAGHAVENDRA RAO & CO.,

Chartered Accountants Firm Registration Number: 003328S

P. R. VITTEL

. - Partner

^{Place : C}°i^mbat°^re Membership Number: 018111

Date : 23.05.2024 UDIN : 24018111BKGELB6212

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Mar 31, 2023

Bannari Amman Sugars Limited

Report on the Audit of the Financial Statements

Opinion

1. We have audited the accompanying financial statements of Bannari Amman Sugars Limited ("the Company"), which comprise the Balance Sheet as at March 31,2023, and the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended on that date and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

2. 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 Companies Act, 2013 ("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, the profit including other comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the 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 (ICAI) 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 ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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

Sl. No.	Description of Key Audit Matter	Description of Auditors'' Response
4.1	Inventory valuation of sugar as at the year ended March 31,2023 (Refer to the accompanying Note No.9 forming integral part of the Financial Statements) The Compan/s closing stock of sugar as at March 31, 2023 is X 78,245.84 lakhs. The inventory of sugar is valued at the lower of Weighted Average costand net realizable value. We considered the valuation of the inventory of sugar as a key audit matter given the relative size of the balance in the financial statements and significant judgement involved in the consideration of factors such as minimum sale price, monthly quota, fluctuation in selling prices and the related notifications of the Government in determination of net realizable value.	We understood and tested the design and operating effectiveness of controls as established by the management in determination of cost of production and net realizable value of inventory of sugar. We have tested the adequacy of the method used for the cost of production and reliability of data and the procedures followed for arriving at the cost of sugar. We reviewed the accounting policy followed for valuation of inventory of sugar and appropriateness thereof with respect to Ind AS 2 Inventories issued by ICAI. We considered various factors including the actual selling price prevailing around and subsequent to the year end, minimum selling price & monthly quota and other notifications of the Government of India, initiatives taken by the Government with respect to sugar industry as a whole. Based on the above procedures performed, the inventory valuation of sugar as at the year-end is considered to be reasonable.

Information other than the Financial Statements and Auditor''s Report thereon

5. The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Corporate Governance and Shareholder''s Information, but does not include the financial statements and our auditor''s report thereon.

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

7. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the 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 on other information, we conclude that there is a material misstatement, if any, of this other information, we are required to report that fact. We have nothing to reportin this regard.

8. The Compan/s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS. 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.

9. In preparing the financial statements, the Board of Directors is responsible for assessing the Compan/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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

10. Those Board of Directors is also responsible for overseeing the Compan/s financial reporting process.

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

11. Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

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

a) Identify and assess the risks of material misstatement of the 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.

b) Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

d) 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 Compan/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.

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

13. 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.

14. 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.

15. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period 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.

Other Matters

16. The comparative Financial Statements for the year ended March 31,2022 have been audited by the predecessor auditors, who expressed an unmodified opinion on those financial statements vide their Auditor''s report dated 30.05.2022. The same has been furnished by the management and has been relied upon by us for the purpose of our audit of financial statement. Our opinion on the statement is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e) On the basis of the written representations received from the directors as on March 31,2023 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 terms of Section 164(2) of the Act.

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

g) With respect to the matter to be included in the Auditors'' Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by

the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

h) 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 Note No.43 to the financial statements;

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

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

iv) a) The management has represented that, to the best of its knowledge and belief, no funds 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 persons or entities, including foreign entities ("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 ("Ultimate Beneficiaries") by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("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 ("Ultimate Beneficiaries") by or on behalf of the Funding Party or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11 contain any material mis-statement.

v) The dividend declared and paid during the year by the Company relating to financial year 2021 -22 is in compliance with Section 123 of the Act.

vi) 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 trial (edit log) facility is applicable to the Company w.e.f. April 1,2023 and accordingly, reporting under Rule 11 (g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the year ended March 31,2023.

For P N RAGHAVENDRA RAO & CO.,

Chartered Accountants Firm Registration Number: 003328S

P. R. VITTEL

Place : Coimbatore Membership Number: 018111

Date : 24.05.2023 UDIN : 23018111BGZEXN6541

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Mar 31, 2018

Report on the Ind AS Financial Statements

We have audited the accompanying Financial Statements of BANNARI AMMAN SUGARS LIMITED(“the Company”), which comprise the Balance Sheet as at 31st March2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of state of affairs (financial position), profit or loss (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 (‘Ind AS’) prescribed under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 controls 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 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 including Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2018, and its profit (financial performance including other comprehensive income), its cash flows and changes in equity for the year ended on that date.

Other Matters:

The comparative Financial information of the company for the year ended 31.3.2017 prepared inaccordance with Ind AS included in these Ind AS Financial Statements have been audited by the predecessor Auditor M/s. P N Raghavendra Rao & Co., who had audited the Financial Statements for the relevant period. The report of the predecessor Auditor on the comparative Financial information dated 29.5.2017 expressed an unmodified opinion. The same has been furnished by the management and has been relied upon by us for the purpose of our audit of financial statement. Our audit report is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in exercise of the powers conferred by sub-section (11) of Section 143 of the Companies Act, 2013, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss (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 financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015, as amended.

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

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

g) With respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014(as amended), 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 as referred to in Note No.29 to the financial statements.

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

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

Annexure ‘A’ to the Independent Auditors’ Report

The Annexure ‘A’ referred to in our Independent Auditors’ Report to the members of the Company on the financial statements for the year ended 31stMarch 2018, we report that :

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

b. The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner. In accordance with this programme, certain fixed assets were verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c. In our opinion and according to the information and explanations given to us and on the basis of examination of the records of the company the title deeds of immovable properties are held in the name of the company.

ii. The inventory has been physically verified by the management at reasonable intervals during the year. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

iii. In our opinion and according to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans secured or unsecured to companies, firms, Limited Liability partnerships or other parties listed in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’). Consequently, the provisions of Clauses iii (a) iii (b) and iii(c) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and the explanations given to us, the Company has not granted any loans or provided any guarantees or securities to the parties covered under the section 185 of the Act. The Company has complied with the provisions of section 186 of the Act in respect of investments made or loans or guarantee or security provided.

v. The Company has not accepted any deposits from the public.

vi. As per the information and explanation given by the management, maintenance of cost records has been prescribed by the Central Government and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained under section 148(1) of the Act, by the company.

vii. a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the undisputed statutory dues including provident fund, Employee’s State Insurance, Income tax, Sales tax, Service tax / GST, duty of customs, duty of excise, value added tax, cess and any other material statutory dues, as applicable, have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, Employee’s State Insurance, Income tax, Sales tax, Service tax/GST, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at 31st March 2018 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, the details of disputed statutory dues of income tax that have not been deposited on account of matters pending before appropriate authority are as under :

Name of the Statue	Nature of the Dues	Amount (Rs. In Lakhs)	Period to which the amount relates	Forum where the dispute is pending
Income Tax Act, 1961	Income Tax	1.60	Assessment year 2013-14	CIT (Appeals), Coimbatore

viii. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks, and Government during the year. The company has not issued any debentures and hence there are no dues to debenture holders.

ix. The Company has not raised any money by way of Initial Public Offer or further public offer (including Debt instruments) during the year. According to the information and explanations given to us, the term loans availed during the year have been applied for the purposes for which those were obtained.

x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations given to us and based on the examination of the records, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, para 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under the Indian Accounting Standard 24 (Related Party Disclosures).

xiv. According to the information and explanations given to us and based on our examination of the 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.

xv. According to the information and explanations given to us and based on our examination of the records, the Company has not entered into non-cash transactions with the Directors or persons connected with them. Accordingly, para 3(xv) of the Order is not applicable.

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

Annexure B’ to the Independent Auditors’ Report of even date on the Ind AS Financial Statements of Bannari Amman Sugars Limited

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 Bannari Amman Sugars Limited (“the Company”) as of 31stMarch 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s responsibility for Internal Financial Controls :

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

Auditor’s responsibility

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

Our audit involves performing procedures to obtain audit evidence about the adequacy of 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 controls based on the assessed risks. The procedures selected depend on the auditor’s judgment, including the assessment of the risk of material misstatements of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Control 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 controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditure 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 limitation 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 internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in condition, 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 31stMarch 2018, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.

For P K NAGARAJAN & Co.,

Chartered Accountants

Firm Reg. No: 016676S

P K Nagarajan

Place : Coimbatore Partner

Date : 25.05.2018 M.No. 25679

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Mar 31, 2017

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of BANNARI AMMAN SUGARS LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Ind AS 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 Ind AS financial statements that give a true and fair view of state of affairs (financial position), profit or loss (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 (Ind AS) prescribed under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS 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 Ind AS 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 of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company’s preparation of the 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 Ind AS 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 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 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 Ind AS of the state of affairs (financial position) of the Company as at 31st March, 2017, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matters:

The comparative financial information of the Company for the year ended 31st March 2016 and the transition date opening Balance Sheet as at 1st April, 2015 prepared in accordance with Ind AS included in these Ind AS financial statements have been audited by us vide report dated 29.05.2015 and 30.11.2016 with an unmodified opinion.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in exercise of the powers conferred by sub-section (11) of Section 143 of the Companies Act, 2013, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”; and

g) With respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, 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 Ind AS financial statements as referred to in Note No.29 to the financial statements.

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

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

iv) The Company has provided requisite disclosure in the Ind AS financial statements as to holding as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016, on the basis of information available with the Company. Based on audit procedures, and relying on management’s representation, we report that disclosures are in accordance with the books of accounts maintained by the company and as produced to us by the Management. Refer Note no.39

Annexure ‘A’ to the Independent Auditors’ Report

The Annexure ‘A’ referred to in our Independent Auditors’ Report to the members of the Company on the Ind AS financial statements for the year ended 31st March 2017, we report that:

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

b. The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner. In accordance with this programme, certain fixed assets were verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c. In our opinion and according to the information and explanations given to us and on the basis of examination of the records of the company the title deeds of immovable properties are held in the name of the company.

ii. The inventory has been physically verified by the management at reasonable intervals during the year. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

iii. In our opinion and according to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans secured or unsecured to companies, firms, Limited Liability partnerships or other parties listed in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’). Consequently, the provisions of Clauses iii (a) iii (b) and iii(c) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and the explanations given to us, the Company has not granted any loans or provided any guarantees or securities to the parties covered under the section 185 of the Act. The Company has complied with the provisions of section 186 of the Act in respect of investments made or loans or guarantee or security provided.

v. The Company has not accepted any deposits from the public.

vi. As per the information and explanation given by the management, maintenance of cost records has been prescribed by the Central Government and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained under section 148(1) of the Act, by the company.

vii. a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the undisputed statutory dues including provident fund, Employee’s State Insurance, Income tax, Sales tax, service tax, duty of customs, duty of excise, value added tax, cess, and any other material statutory dues, as applicable, have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, Employee’s State Insurance, Income tax, Sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at 31st March 2017 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, the disputed statutory dues of income tax amounting to Rs.1.6 Lakhs that have not been deposited on account of matters pending before appropriate authority are as under :

Name of the Statue	Nature of the Dues	Amount (Rs. In Lakhs)	Period to which the amount relates	Forum where the dispute is pending
Income Tax Act, 1961	Income Tax	1.60	Assessment year 2013-14	CIT (Appeals), Coimbatore

viii. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks, and Government during the year. The company has not issued any debentures and hence there are no dues to debenture holders.

ix. The Company has not raised any money by way of Initial Public Offer or further public offer (including Debt instruments) during the year. According to the information and explanations given to us, the term loans availed during the year have been applied for the purposes for which those were obtained.

x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations given to us and based on the examination of the records, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, para 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under the Indian Accounting Standard 24 (Related Party Disclosures).

xiv. According to the information and explanations given to us and based on our examination of the 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.

xv. According to the information and explanations given to us and based on our examination of the records, the Company has not entered into non-cash transactions with the Directors or persons connected with them. Accordingly, para 3(xv) of the Order is not applicable.

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.

For P.N. RAGHAVENDRA RAO & Co.,

Chartered Accountants

(FRN:003328S)

P R Vittel

Partner

Place : Coimbatore M.No.200/018111

Date : 29.05.2017

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Mar 31, 2016

Independent Auditors'' Report to the Members of Bannari Amman Sugars Limited Report on the Financial Statements

We have audited the accompanying financial statements of BANNARI AMMAN SUGARS LIMITED("the Company") which comprise the Balance Sheet as at 31^st March 2016 the Statement of Profit and Loss the Cash Flow Statement (Giving effect to the Scheme of Amalgamation sanctioned by the Hon''ble High Court of Madras) for the year then ended, and a summary of the significant accounting policies and other explanatory information

Management''s Responsibility for the Financial Statements

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements The procedures selected depend on the auditors'' 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 controls 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 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 2016 and its profit and its cash flows for the year ended on that date

Other Matters

We draw attention to the Note No. 1.19 to the financial statements which, describes the amalgamation of Madras Sugars Limited with the company with effect from the appointed date of 1^st January 2016 vide Madras High Court Order dated 15 ^th November 2016

Our opinion is not modified in respect of the above Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order 2016 ("the Order") issued by the Central Government of India in exercise of the powers conferred by sub-section (11) of Section 143 of the Companies Act 2013 we give in the "Annexure -A" a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable

As required by Section 143(3) of the Act we report that

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

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

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

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

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls referred to our separate report in "Annexure B" and

g) With respect to other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 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 as referred to in Note No 28 to the financial statements

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

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

Annexure - A to the Independent Auditors'' Report

The Annexure ''A'' referred to in our Independent Auditors'' Report to the members of the Company on the financial statements for the year ended 31 March 2016, we report that:

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

b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner. In accordance with this programme certain fixed assets were verified by the management during the year and no material discrepancies were noticed on such verification In our opinion this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets

c) In our opinion and according to the information and explanations given to us and on the basis of examination of the records of the company the title deeds of immovable properties are held in the name of the company

ii) The inventory has been physically verified by the management at reasonable intervals during the year No material discrepancy was noticed on physical verification of stocks by the management as compared to book records

iii) In our opinion and according to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans secured or unsecured to companies firms Limited Liability partnerships or other parties listed in the register maintained under section 189 of the Companies Act 2013 (''the Act''). Consequently the provisions of Clauses iii (a) iii (b) and iii(c) of the Order are not applicable to the Company

iv) In our opinion and according to the information and the explanations given to us the Company has not granted any loans or provided any guarantees or securities to the parties covered under the section 185 of the Act The Company has complied with the provisions of section 186 of the Act in respect of investments made or loans or guarantee or security provided

v) The Company has not accepted any deposits from the public

vi) As per the information and explanation given by the management maintenance of cost records has been prescribed by the Central Government and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained under section 148(1) of the Act by the company

vii) a) According to the information and explanation given to us and on the basis of our examination of the records of the

Company, the undisputed statutory dues including provident fund Employee''s State Insurance, income tax sales tax service tax, duty of customs duty of excise value added taxes cess and any other material statutory dues as applicable have been regularly deposited during the year by the Company with the appropriate authorities According to the information and explanations given to us no undisputed amounts payable in respect above dues were in arrears as at 31^st March 2016 for a period of more than six months from the date they became payable

b) According to the information and explanations given to us, the disputed statutory dues in case of income tax sales tax wealth tax service tax duty of customs duty of excise value added taxes and cess aggregating to Rs1579.62 Lakhs that have not been deposited on account of matters pending before appropriate authority are as under

Name of the	Nature of	Amount	Period to which the	Forum where dispute
Statute	Dues	(Rs in Lakhs)	Amount Relates to	is pending
Income Tax Act 1961	Income Tax	1579.62	Assessment Year 2012 - 13	Commissioner of Income Tax (Appeals) Coimbatore

viii) According to the information and explanations given to us the Company has not defaulted in repayment of dues to financial institutions banks and Government during the year The company has not issued any debentures and hence there are no dues to debenture holders

ix) The Company has not raised any money by way of Initial Public Offer or further public offer (including Debt instruments) during the year According to the information and explanations given to us the term loans are applied for the purposes for which the loans were obtained

x) According to the information and explanations given to us no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year

xi) According to the information and explanations given to us and based on the examination of the records the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company Accordingly para 3(xii) of the Order is not applicable

xiii) According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable The details of such related party transactions have been disclosed in the financial statements as required under the Accounting Standard (AS 18 - Related Party Transactions)

xiv) According to the information and explanations given to us and based on our examination of the 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

xv) According to the information and explanations given to us and based on our examination of the records the Company has not entered into non-cash transactions with the Directors or persons connected with them Accordingly para 3(xv) of the Order is not applicable

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

Annexure ''B'' to the Independent Auditors'' Report of even date on the Financial Statements of Bannari Amman Sugars Limited

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 Bannari Amman Sugars Limited ("the Company") as of 31^st March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date

Management''s responsibility for Internal Financial Controls:

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

Auditor''s responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit We conducted our audit in accordance with Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the 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

Our audit involves performing procedures to obtain audit evidence about the adequacy of 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 risks The procedures selected depend on the auditor''s judgment including the assessment of the risk of material misstatements of the financial statements whether due to fraud or error

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

Meaning of Internal Financial Controls over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A Company''s internal financial controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditure 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 limitation 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 internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in condition 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 31^st March 2016 based on the internal controls 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 Control Over Financial Reporting issued by ICAI

For P N RAGHAVENDRA RAO & CO

Chartered Accountants

P R VITTEL

Partner

Place: Coimbatore ^{M No 200/18111}

Date • 23 ¹¹ 20! 6 ICAI Firm Regn. No: 003328S

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Mar 31, 2015

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

Management's Responsibility for the Financial Statements

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

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 thereunder

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditor's judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of 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 March 31 2015 and its profit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) order 2015 ('the order') issued by the central Government of India in terms of sub-section 11 of section 143 of the Companies Act 2013 we give in the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the order to the extent applicable

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

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

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

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

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

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

f) With respect to the other matters to be included in the Auditor's Report in accordance with the 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 as referred to in Note 28 to the financial statements

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

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

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the company on the financial statements for the year ended 31 March 2015 we report that:

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

b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner In accordance with this programme certain fixed assets were verified during the year and no material discrepancies were noticed on such verification In our opinion this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets

ii) a) Inventories have been physically verified during the year by the management at reasonable intervals

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

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

iii) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not granted any loans secured or unsecured to the companies firms or other parties listed in the register maintained under Section 189 of the Companies Act 2013 ('the Act') Consequently the provisions of Clauses iii (a) iii (b) and of the Order are not applicable to the company

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

v) The Company has not accepted any deposits from the public

vi) As per information & explanation given by the management maintenance of cost records has been prescribed by the Central Government and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained under Section 148(1) of the Companies Act 2013 by the company

vii) a) According to the information and explanations given to us and on the basis of our examination of the records of the company the undisputed statutory dues including provident fund Employee's State Insurance income tax sales tax wealth tax service tax duty of customs duty of excise value added taxes cess and any other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities According to the information and explanations given to us no undisputed amounts payable in respect of the above dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable

b) According to the information and explanations given to us the disputed statutory dues (in case of income tax sales tax wealth tax service tax duty of customs duty of excise value added taxes and cess) aggregating to Rs1579.62 Lakhs that have not been deposited on account of matters pending before appropriate authority are as under :

Name of the Nature of Amount Period to which the Statute Dues (Rs in Lakhs) Amount Relates to

Income Tax Income Tax 1579.62 Assessment Year Act 1961 2012 - 13

Name of the Forum where dispute Statute is pending

Income Tax Commissioner of Income Tax Act 1961 (Appeals) Coimbatore

c) According to the information and explanations given to us the amounts which were required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules thereunder has been transferred to such fund within time

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

ix) The Company did not have any outstanding dues to financial institutions banks or debenture holders during the year

x) In our opinion and according to the information and the explanations given to us the company has not given any guarantee for loans taken by others from banks or financial institutions.

xi) According to the information and explanations given to us the term loans are applied for the purpose for which the loans were obtained

xii) According to the information and explanations given to us no fraud on or by the company has been noticed or reported during the course of our audit

For P N RAGHAVENDRA RAO & CO Chartered Accountants P R VITTEL Partner Coimbatore M No 200/18111 29.5.2015 ICAI Firm Regn. No: 003328S

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s 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 ("the Act") read with General circular 15/2013 dated 13th September 2013 of the Ministry of the 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 on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with the 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 depending on the auditors'' 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 accounting estimates made by the 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a in the case of the Balance Sheet of the state of affairs of the Company as at 31st March 2014

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

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

Report on Other Legal and Regulatory Requirements

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

2 As required by Section 227(3) of the Act we report that:

a We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 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 ("the Act") read with General Circular 15/2013 dated 13th September 2013 of the Ministry of the Corporate Affairs in respect of Section 133 of the Companies Act 2013

e On the basis of the written representations received from the directors as on 31st March 2014 taken on record by the Board of Directors none of the directors is disqualified as on 31st March 2014 from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Act

Annexure to Independent Auditors'' Report The Annexure referred to in our report to the members of M/s Bannari Amman Sugars Limited ("the Company") on the accounts of the company for the year ended 31st March 2014

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that:

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

b As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

c Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption

ii a As explained to us inventories have been physically verified during the year by the management at reasonable intervals

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

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

iii a. According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956 Consequently the provisions of Clauses iii (b) iii (c) and iii (d) of the Order are not applicable to the Company

e. According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken loans from companies firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956 Thus Sub Clauses (f) & (g) are not applicable to the company

iv In our opinion and according to the information and explanations given to us there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of inventories & fixed assets and payment for expenses & for sale of goods and services During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system of the company

v a In our opinion and according to the information and explanations given to us the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act 1956 have been so entered

b In our opinion and according to the information and explanations furnished to us the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

vi The Company has not accepted any deposits from the public Therefore the provisions of Clause 4(vi) of the Companies (Auditor''s Report) Order 2003 are not applicable

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

viii As per information & explanation given by the management maintenance of cost records has been prescribed by the Central Government under Clause (d) of Sub-Section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

ix a According to the records the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund Investor Education and Protection Fund Employees'' State Insurance Income-tax Sales-tax Wealth tax Service tax Customs Duty Excise Duty Cess and other material statutory dues applicable to it. According to the information and explanations given to us no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March 2014 for a period of more than six months from the date they became payable

b The disputed statutory dues aggregating to Rs 345.73 Lakhs that have not been deposited on account of matters pending before appropriate authority are as under:

Name of the Nature of Amount Period to which the Forum where dispute Statute Dues (Rs in Lakhs) Amount Relates is pending

Income Tax Income Tax 18.70 Assessment Year Act 1961 2011-12 Commissioner of Income Tax(Appeals)

Income Tax Income Tax 327.03 Assessment Year Coimbatore Act 1961 2007 - 08

x The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

xi In our opinion and according to the information and explanation given to us the Company has not defaulted in repayment of dues to financial institutions or banks

xii According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

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

xiv According to information and explanations given to us the Company is not dealing or trading in shares securities debentures and other investments

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 In our opinion the term loans have been applied for the purpose for which they have been raised

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

xviii According to the information and explanations given to us the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act 1956

xix The Company has not issued any debentures during the year

xx The Company has not raised any money by way of public issue during the year

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

For P N RAGHAVENDRA RAO & CO

Chartered Accountants

P R VITTEL

Partner Coimbatore M No 200/18111

30 5 2014 ICAI Firm Regn. No: 003328S

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Bannari Amman Sugars limited ("the Company"), which comprise the Balance sheet as at 31st March 2013 the Statement of profit and loss and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information

Management''s Responsibility for the Financial Statements

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

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 on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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 31st March, 2013:

b. In the case of the Statement of Profit and Loss of the profit of the Company for the year ended on that date and

c. In the case of the Cash Flow Statement of the cash flows of the Company for the year ended on that date Report on Other Legal and Regulatory Requirements

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

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

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 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 referred to in sub-section (3C) of section 221 of the Act

e. On the basis of the written representations received from the directors as on 31st March 2013 taken on record by the Board of Directors none of the directors is disqualified as on 31st March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act

Annexure to Independent Auditors'' Report

The Annexure referred to in our report of the members of M/s. Bannari Amman Sugars Limited (the Company) on the accounts of the company for the year ended 31st March, 2013

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that :

1 In respect of its fixed assets :

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

b. As explained to us fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification

c. Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption

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

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

c. In our opinion and on the basis of our examination of the records the Company is generally maintaining proper records of its inventories As explained to us there were no material discrepancy noticed on physical verification of inventories by the management as compared to book records

3 a. According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956

b. According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken loans from companies firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956

4 In our opinion and according to the information and explanations given to us there exists an and adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of inventories & fixed assets and payment for expenses & for sale of goods and services During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system of the company

5 a. In our opinion and according to the information and explanations given to us the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act 1956 have been so entered

b. in our opinion and according to the information furnished to us the transactions made in pursuance of contacts or arrangements entered in the register maintained under section 301 of the Companies Act 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

6 The Company has not accepted any deposits from the public Therefore the provisions of clause 4(vi) of the Companies (Auditor''s Report) Order 2003 are not applicable

7 In our opinion the company has an internal audit system commensurate with the size and nature of its business

8 We have broadly reviewed the cost records maintained by the company pursuant of the Companies (Cost Accounting Records) Rules 2011 prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained We have not however made a detailed examination of the same

9 a. According to the records the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund Investor Education and Protection Fund Employees'' State Insurance income-tax Sales-tax Wealth tax Service tax Customs Duty Excise Duty Cess and other material statutory dues applicable to it According to the information and explanations given to us no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable

b. The disputed statutory dues aggregating to Rs.1684.27 lakhs that have not been deposited on account of matters pending before appropriate authority are as under :

Name of the Nature of Amount Statute Dues (Rs in Lakhs)

Income Tax Income Tax 1684.27 Act 1961

Name Period to which the Forum where dispute Amount Relates is pending

Income Tax ACT 1961 Assessment Year CIT (Appeals), 2010 - 11 Coimbatore

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 In our opinion and according to the information and explanations given to us the Company has not defaulted in repayment of dues to financial institutions or banks

12 According to the information and explanations given to us the Company has not granted 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/nidhi/mutual benefit fund/society Therefore the provisions of clause (xiii) of paragraph 4 of the order are not applicable to the Company

14 According to information and explanations given to us, the Company is not dealing or trading in shares securities debentures and other investments Therefore clause 4(xiv) of the Companies (Auditor''s Report) order 2003 is not applicable to the company

15 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

16 The company has raised new term loans during the year The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purpose for which they have been raised

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 investments

18 According to the information and explanations given to us the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act 1956

19 The Company has not issued any debentures during the year

20 The Company has not raised any money by way of public issue during the year

21 According to the information and explanations given to us no fraud on or by the company has been noticed or reported during the course of our audit

For P N RAGHAVENDRA RAO & CO

Chartered Accountants

P R VITTEL

Partner

Coimbatore M No 200/18111

30.5.20T3 ICAI Firm Regn. No: 003328S

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Mar 31, 2012

We have audited the attached Balance Sheet of M/s Bannari Amman Sugars Limited as at 31.3.2012 , Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company s management. Our responsibility is to express an opinion on these financial statements based on our audit

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

I As required by the Companies (Auditor s Report) Order 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we furnish below a statement on the matters specified in paragraphs 4 and 5 of the said Order

i) In respect of its fixed assets

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

b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification 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 verification

c) During the year the Company has not disposed off substantial part of fixed assets

ii In respect of its inventories

a) The inventories have been physically verified by the management. In our opinion the frequency of verification is reasonable

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

c) The Company is maintaining proper records of inventories. As explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records

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

b) The Company has not taken any inter-corporate deposit from a company covered in the register maintained under section 301 of the Companies Act, 1956

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

v a) In our opinion and according to the information and explanations given to us the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act 1956 have been so entered

b) In our opinion and according to the information and explanations furnished to us the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956 and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

vi The Company has not accepted any deposits from the public. Therefore the provisions of clause 4(vi) of the Companies (Auditors Report) Order 2003 are not applicable

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

viii We have broadly reviewed the cost records maintained by the company pursuant of the Companies (Cost Accounting Records) Rules 2011 prescribed by the central government under Section 209 (1) (d) of the Companies Act 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not however made a detailed examination of the same

ix In respect of statutory dues

a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it. According to the information and explanations given to us no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st M arch 2012 for a period of more than six months from the date they became payable

b) The disputed statutory dues aggregating to Rs 695.40 Lakhs that have not been deposited on account of matters pending before appropriate authority are as under .

Name of the Nature of Amount Period to ststute Due (Rsin lakhs) which the Forum where dispute

Income Tax Income Tax 695.40 April 2008 to The Commissioner of Act 1961 March 2009 Income Tax (Appeals)

Coimbatore

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

xi In our opinion and according to the information and explanation given to us the Company has not defaulted in repayment of dues to financial institutions or banks

xii In our opinion and according to the information and explanation give to us no loans and advances have been granted by the Company on the basis of security by way of pledge of shares debentures and other securities

xiii In our opinion the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore clause 4 (xiii) of the Companies (Auditor s Report) Order 2003 is not applicable to the Company

xiv In our opinion the Company is not dealing in or trading in shares securities debentures and other investments. Therefore clause 4(xiv) of the Companies (Auditor s Report) Order 2003 is not applicable to the Company

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

xvi In our opinion the term loans have been applied for the purpose for which they have been raised

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

xviii According to the information and explanations given to us the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act 1956

xix The Company has not issued debentures during the year

xx The Company has not raised any money by way of public issue during the year

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

II Further to the above are report that

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

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

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

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

e) On the basis of written representations received from the directors as on 31st March 2012 and taken on record by the Board of Directors we report that none of the directors is disqualified as on 31 st M arch 2012 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956

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

(i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March 2012

(ii) In the case of the Statement of Profit and Loss of the Profit for the year ended on that date and

(iii) In case of the Cash Flow Statement of the cash flows for the year ended on that date

For P N RAGHAVENDRA RAO & CO

Chartered Accountants

P R VITTEL

Partner

Coimbatore M No 200/18111

25.5.2012 ICAI Firm Regn. No: 003328S

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/s Bannari Amman Sugars Limited as at 31.3.2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit

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

I As required by the Companies (Auditor's Report) Order 2003 issued by the Central Government of India in terms of sub-

section (4A) of section 227 of the Companies Act, 1956, we furnish below a statement on the matters specified in paragraphs 4 and 5 of the said Order

1 In respect of its fixed assets

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

b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification 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 verification

c) During the year the Company has not disposed off substantial part of fixed assets

2 In respect of its inventories

a) The inventories have been physically verified by the management. In our opinion the frequency of verification is reasonable

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

c) The Company is maintaining proper records of inventories. As explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records

3 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

b) The Company has taken inter-corporate deposit of Rs 50 Crores from a Company covered in the register maintained under section 301 of the Companies Act 1956. The deposit has been fully repaid. The maximum amount involved during the year is Rs 50 Crores and the year end balance of deposit taken from such party was Rs Nil

c) The rate of interest and other terms and conditions of the deposit are not prima-facie prejudicial to the interest of the company

d) The repayment and payment of interest are regular and there is no overdue amount

4 In our opinion and according to the information and explanations given to us there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system of the company

5 a) In our opinion and according to the information and explanations given to us the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act 1956 have been so entered.

b) In our opinion and according to the information and explanations furnished to us the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

6 The Company has not accepted any deposits from the public. Therefore the provisions of clause (vi) of the Companies (Auditor's Report) Order 2003 are not applicable

7 In our opinion the Company has an internal audit system commensurate with the size and nature of its business

8 We have broadly reviewed the books of accounts relating to material, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of Cost Records under Section 209 (1) (d) of the Companies Act 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not however made a detailed examination of the same

9 In respect of statutory dues

a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Emplyees State Insurace, Income-tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it

b) According to the information and explanations given to us no undisputed amounts payable in respect of Income-tax, Sales-tax, Wealth-tax, Service-tax, Customs Duty and Excise Duty were in arrears as at 31st March 2011 for a period of more than six months from the date they became payable

c) The disputed statutory dues aggregating to Rs 554.84 Lakhs that have not been deposited on account of matters pending before appropriate authority are as under

Name of the Nature of Amount Period to which the Forum where dispute Statute the Dues (Rs in Lakhs) Amount Relates is pending

Income Tax Income Tax 404.85 April 2007 to The Commissioner of Act 1961 March 2008 Income Tax (Appeals) Coimbatore

Central Excise Excise Duty 149.99 20.9.1991 to The Commissioner of Act 1944 31.1.1994 Central Excise Salem

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

11 In our opinion and according to the information and explanation given to us the Company has not defaulted in repayment of dues to financial institutions or banks

12 In our opinion and according to the information and explanation give to us no loans and advances have been granted by the Company 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 Companies (Auditor's Report) Order 2003 are not applicable to the Company

14 In our opinion the Company is not dealing in or trading in shares securities debentures and other investments. Therefore the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company

15 According to information and explanations given to us the Company has not given any guarantee for loans taken by others from banks or financial institutions

16 In our opinion during the year under audit the Company has not obtained any term loans

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 the 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 not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act 1956

19 The Company has not issued debentures during the year

20 The Company has not raised any money by way of public issue during the year

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

II Further to the above we report that

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

b) In our opinion proper books of 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 Profit and Loss Account 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 Secting 211 of the Companies Act 1956

e) On the basis of written representations received from the directors as on 31st March 2011 and taken on record by the Board of Directors we report that none of the directors is disqualified as on 31st March 2011 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956

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

(i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March 2011

(ii) In the case of the Profit and Loss Account of the Profit for the year ended on that date and

(iii) In case of the Cash Flow Statement of the cash flows for the year ended on that date

For P N RAGHAVENDRA RAO & CO

Chartered Accountants

P R VITTEL Partner Coimbatore M No 200/18111 23.5.2011 ICAI Firm Regn. No: 003328S

---

Mar 31, 2010

We have audited the attached Balance SheetofM/s Bannari Amman Sugars Limited as at 31.3.2010, the Profitand Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the compan/s management. Our responsibility is to express an opinion on these financial statements based on our audit

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

I As required by the Companies (Auditors Report) Order 2003 issued by the Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we furnish below a statement on the matters specified in paragraphs 4 and 5 of the said Order

1 In respect of its fixed assets

a The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information

b As explained to us, the fixed assets have been physically verified by the management during the year 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

c The company has not disposed off substantial part of fixed assets during the year

2 In respect of its inventories

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

b In our opinion and accordingto 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 has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records

3 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. The company has taken inter-corporate deposit of Rs.98 Crores from a company covered in the register maintained under section 301 of the Companies Act, 1956. The deposits have been fully repaid before the year end b In our opinion, the rate of interest and other terms and conditions of the deposits are not, prima facie, prejudical to the interest of the company

c The payment of principal amount and interest are regular and there is no overdue amount in respect of above said deposits

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also forthe sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls

5 a In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements

referred to in Section 301 of the Companies Act,l 956 have been entered in the register required to be maintained under that Section: and

b In our opinion and according to the information and explanations furnished to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

6 The company has not accepted any deposits from the public

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

8 The Central Government has prescribed maintenance of Cost Records under Section 209(1 }(d) of the Companies Act, 1956 in respect of certain 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, made a detailed examination of the same

9 In respect of statutory dues

a According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at31st March, 201 0 for a period of more than six months from the date of becoming payable

b The disputed dues of Excise duty aggregating to Rs 1 49.99 Lakhs, have not been deposited on account of matters pending before appropriate authorities is as under



Central Excise , Excise Duty 149.99 20.9.1991 to High Court,

Act, 1944 31.1.1994 Chennai

10 The company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year

11 Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions or banks

12 In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the company 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, clause 4(xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the company

14 The company is not dealing or trading in shares, securities, debentures and other investments. Therefore, clause 4(xiv) of the Companies (Auditors Report) Order 2003 is not applicable to the company

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

16 To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the company were prima facie, applied by the Company during theyearforthe purpose for which the loans 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 are of the opinion that the company has not utilised short-term funds for long-term investments

18 During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1 956

19 The company has not issued debentures during the year

20 The company has not raised any money by wayof public issue during the year

21 In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year that causes the financial statements to be materially misstated

II Further to the above, we report that

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

b) In our opinion, proper books of 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, Profit and Loss Account 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 mandatory Accounting Standards referred in sub-section (3C) of Section 21 1 of the Companies Act, 1956;

e) In our opinion, and based on information and explanations given to us, none of the directors are disqualified as on 31st March, 2010 from being appointed as directors in terms of clause (g) of sub-Section (1) of section 274 of the Companies Actl956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1 956, in the manner so required, and present a true and fair view, in conformity with the accounting principles generally accepted in India

(i) In so far as it relates to Balance Sheet, of the state of affairs of the company as at31st March,2010;

(ii) In so far as it relates to the Profit and Loss Account, of the Profit of the company for the year ended on that date: and

(iii) In so far as it relates to the Cash Flow Statement, of the cash flows of the company for the year ended on that date

For P N RAGHAVENDRA RAO & CO

Chartered Accountants

P R VITTEL Coimbatore Partner

27.5.2010 M No 200/18111