Auditor Report of Binny Mills Ltd.

Mar 31, 2025

The Members of Binny Mills Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Binny Mills Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended on that date, and notes to the financial statements including a summary of the material accounting policies and other explanatory information.

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, 2025 anditsloss,(financial performance including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the financial statements 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 made 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 audit opinion on the financial statements.

Key audit matters

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 that there are no key audit matters to communicate in our report.

Emphasis of matter

We draw attention to the following matter in the Notes to the financial statements:

Note No.34(a) with regard to case filed against the Company (Binny Mills Ltd) by Square Project Associates in respect of arrears of rent payable for the showroom at Bengaluru, the case has been dismissed by the

Honourable Court of Civil Judge, Bengaluru. The Company has created provision for possible liability for rent and damages amounting to Rs.26.85 lakhs in the books and though the case has been decided in company''s favour and in expectation of further litigations, the liability for rent and damages is retained by the Company in the books.

Note. No.34(b) which indicates that the Company is a resulting company of the demerger scheme of erstwhile Binny Ltd and the company was not provided with the list of pending litigations for which it is liable and hence the liability if any arising out of the pending litigations will be provided for and settled as and when it arises.

Note No.34(c) with regard to case filed against the Company (Binny Mills Ltd) along with Binny Ltd and B&C Mill Ltd and in which case most of the demands raised by the Union has been decided in favour of the Union by the Honourable Additional Labour Court, Chennai. Since the liability of the company is not ascertained and the Company along with other respondents is preferring an appeal before the higher forum, no provision has been made in the books.

Note No. 35 with regard to company being the resulting company of demerger scheme of erstwhile Binny Limited, has met the liabilities of the scheme of demerger to fast track the demerger on behalf of binny limited amount to Rs. 9.73 Crores and the same is recoverable from parent Company (Binny limited). The management has made Rs.7.41 Crores asprovision in the books of accounts.

Our opinion is not modified in respect of above matters.

Other information

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Company''s annual report which are expected to be made available to us after the date of this Auditors'' Report but does not include the financial statements and our Auditors'' Report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available 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.

we are required to communicate the matter to those charged with governance and describe actions applicable in the applicable laws and regulations.

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 Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This

responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

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

The Board of Directors is also responsible for overseeing the Company''s financial reporting process. Auditors'' Responsibilities for the Audit of the Financial Statements

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.

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

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

• Obtain an understanding of internal financial 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.

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

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going

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

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced.

We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significancein the audit of the financial statements of the current period and are therefore the key audit matters. We describethese matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremelyrare circumstances, we determine that a matter should not be communicated in our report because the adverse consequencesof doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit 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, Statement of Cash Flow and the Statement of Changes in Equitydealt with by this Report are in agreement with the relevant books of account.

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

e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 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 A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

The company has not provided/paid remuneration to any of its directors during the financial year.

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, 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 as at March 31,2025 in Note 34 on its financial statements.

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

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

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

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

v. The Company has not declared or paid any dividend during the year.

vi. Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account 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.

2. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Ramesh and Ramachandran

Chartered Accountants FRN: 002981S

Sd/-

Place : Chennai G Suresh

Date : 29.05.2025 Partner

Membership No: 029366 UDIN: 25029366BMJMLL9660

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Mar 31, 2024

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

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 and its loss, (financial performance including other comprehensive
income), changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the financial statements 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 made 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
audit opinion on the financial statements.

Key audit matters

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 that there are no key audit matters to communicate in our report.

Emphasis of matter

We draw attention to the following matter in the Notes to the financial statements:

Note No.34(a) with regard to case filed against the Company (Binny Mills Ltd) by Square Project Associates
in respect of arrears of rent payable for the showroom at Bengaluru, the case has been dismissed by the
Honourable Court of Civil Judge, Bengaluru. The Company has created provision for possible liability for
rent and damages amounting to Rs.25.65 lakhs in the books and though the case has been decided in
company''s favour and in expectation of further litigations, the liability for rent and damages is retained by
the Company in the books.

Note. No.34(b) which indicates that the Company is a resulting company of the demerger scheme of
erstwhile Binny Ltd and the company was not provided with the list of pending litigations for which it is liable
and hence the liability if any arising out of the pending litigations will be provided for and settled as and
when it arises.

Note No.34(c) with regard to case filed against the Company (Binny Mills Ltd) along with Binny Ltd and
B&C Mill Ltd and in which case most of the demands raised by the Union has been decided in favour of the
Union by the Honourable Additional Labour Court, Chennai. Since the liability of the company is not
ascertained and the Company along with other respondents is preferring an appeal before the higher
forum, no provision has been made in the books.

Note No.35with regard to the company being the resulting company of demerger scheme of erstwhile
Binny Limited, An asset amounting to Rs. 3.29 Crores (Advance made to Ravikumar properties) was
transferred to Binny mills Limited during the scheme of demerger via court order. The company has received
an enquiry relating to above advance from prevention of money laundering Act. As the said asset is received
Via court order,hence the possibility of contravening the provision of PMLA Act does not arise. Further, the
amount has been received during the current Financial Year ended 31/03/2024.

Note No. 36 with regard to company being the resulting company of demerger scheme of erstwhile Binny
Limited, has met the liabilities of the scheme of demerger to fast track the demerger on behalf of binny
limited amount to Rs. 9.73 Crores and the same is recoverable from parent Company (Binny Limited ). The
management has created a provision amounting to Rs.4.63 Crores during the year in the books of accounts.

Our opinion is not modified in respect of above matters.

Other information

The Company''s Board of Directors is responsible for the other information. The other information comprises
the information included in the Company''s annual report which are expected to be made available to us
after the date of this Auditors'' Report but does not include the financial statements and our Auditors'' Report
thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information
identified above when it becomes available 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.

We are required to communicate the matter to those charged with governance and describe actions
applicable in the applicable laws and regulations.

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 Act with
respect to the preparation of these financial statements that give a true and fair view of the financial
position, financial performance, total comprehensive income, changes in equity and cash flows of the
Company in accordance with the Ind AS and other accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding 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.

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

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.
Auditors'' Responsibilities for the Audit of the Financial Statements

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.

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

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

• Obtain an understanding of internal financial 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.

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

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

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial
statements may be influenced.

We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the
financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that
were of most significancein the audit of the financial statements of the current period and are therefore the
key audit matters. We describethese matters in our auditor''s report unless law or regulation precludes
public disclosure about the matter or when, in extremelyrare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequencesof doing so would reasonably
be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit 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,
Statement of Cash Flow and the Statement of Changes in Equity dealt with by this Report are in
agreement with the relevant books of account.

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

e) On the basis of the written representations received from the directors as on 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 A”. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the
requirements of section 197(16) of the Act, as amended:

The company has not provided/paid remuneration to any of its directors during the financial year.

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, 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 as at March 31,2024 in Note
34 on its financial statements.

ii. The Company does not have any long term contracts for which there were any material
foreseeable losses including derivative contracts.

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

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

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

v. The Company has not declared or paid any dividend during the year.

vi. Based on our examination which included test checks, the company has used an accounting
software for maintaining its books of account 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.

2. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central
Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters
specified in paragraphs 3 and 4 of the Order.

For Ramesh and Ramachandran

Chartered Accountants
FRN: 002981S

Sd/-

Place : Chennai G Suresh

Date : 30.05.2024 Partner

Membership No: 029366
UDIN: 24029366BKEJQD4505

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Mar 31, 2016

To

The Members of Binny Mills Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Binny Mills Limited, (herein after referred to “the Company”) which comprises the Balance Sheet as at March, 31 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as “Financial Statements”).

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 (hereinafter referred to as “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. The Board of Directors of the Company is responsible for 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 the design, implementation and maintenance of internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these 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 the 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 the disclosures in the financial statements. These procedures selected depend on the auditor’s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Board of Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (‘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, to the extent applicable.

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

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as 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 written representation received from the Directors of the Company as on 31^st March, 2016 taken on record by the Board of Directors of the Company, none of the directors of the Company 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, refer to our separate report in Annexure ‘B’; and

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

i) The Company has disclosed the impact of pending litigations in its financial statements

ii) The Company does not have any material foreseeable losses on long-term contracts.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

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

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

b. The Company has physically verified the fixed assets during the year and no material discrepancies were noticed on such verification.

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in respect of leasehold land, lease agreement is held in the name of the Company.

2. The management has conducted physical verification of inventories at reasonable intervals and no material discrepancies were noticed.

3. The Company has not granted any loans to Companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013,

4. The Company has not given/made any loans, investments, guarantees and securities requiring compliance with Section 185 and 186 of the Companies Act, 2013.

5. The Company has not accepted any deposits from the public during the year.

6. The Company is not required to maintain cost records as per Section 148(1) of the Companies Act, 2013.

7. a. According to the information and explanation given to us and on the basis of our examination of the records of the Company, the company is generally regular in depositing undisputed statutory dues including Provident fund, Income tax, Service tax, Value Added Tax, Excise duty with the appropriate authorities.

According to the information and explanation given to us, no undisputed amounts payable in respect of Provident fund, Income tax, Service tax, Value added tax, Excise duty were in arrears as at 31^st March, 2016 for a period of more than six months from the date they become payable.

b. According to the information and explanation given to us, there are no material dues of VAT, Service tax, Customs duty, Excise duty and Cess which have not been deposited with the appropriate authorities on account of any dispute.

8. The Company has not obtained any loans from banks and hence there is no repayment of dues to banks.

9. The Company did not raise any money by way of intial public offer or further public offer (including debt instruments) during the year. The Company did not obtain any term loans during the year.

10. 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 course of our audit.

11. No Managerial remuneration has been paid or provided during the year.

12. The Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable.

13. 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, wherever applicable, and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

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

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

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

We have audited the internal financial controls over financial reporting of Binny Mills Limited (“the company”) as of 31^st March, 2016 in conjunction with our audit of the standalone 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 control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India”. 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.

Auditors’ 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 the Guidance Note on Audit of Internal Financial Controls and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, 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 Institute of Chartered Accountants of India. Those Standards and 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 the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement 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 control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and, and that receipts and expenditures of the company are being made only in accordance with authorizations of the management and the directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls 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 control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India”

For T. Selvaraj & Co.,

Chartered Accountants

Firm Regn. No. 003703S

Place : Chennai

Date : 30.05.2016 S Vidya

Partner

M. No: 217934

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Mar 31, 2015

We have audited the accompanying financial statements of Binny Mills Limited, (herein after referred to "the Company") which comprises the Balance Sheet as at March, 31 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as "Financial Statements").

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

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 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 the 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 disclosure in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of 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 31st March, 2015, and its Profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order, 2015 ("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 statement on the matters specified in the paragraph 3 and 4 of the Order, the extent applicable.

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

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

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

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

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

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

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

i) The Company has does not have any pending litigations which would impact its financial position.

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

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

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

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

b. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification

2. a. Physical verification of inventory has been conducted at reasonable intervals by the management

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

c. The Company is maintaining proper records of inventory no material discrepancies were noticed on physical verification

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 189 of the Companies Act,2013

4. 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, for the purchase of inventory and fixed assets and for the sale of goods and services. No major weaknesses in internal control system were observed during the course of audit.

5. The Company has not accepted any deposits from public during the year.

6. The Company is not required to maintain cost records as per Section 148(1) of the Companies Act, 2013.

7. a. According to the information and explanations given to us and on the basis of our examination of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

b. According to the information and explanations given to us, no dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute.

c. No amount was required to be transferred to Investor education and Protection Fund in accordance with the provisions of the Act during the year.

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

9. The Company did not have any outstanding dues to financial institutions, banks or debentures.

10. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

11. The Company did not apply for any term loans during the year.

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

for M/s T.Selvaraj& Co Chartered Accountants Firm Registration No: 003703S

Place : Chennai Date : 29th May 2015 S Vidya Partner Membership No: 217934

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Mar 31, 2014

We have audited the accompanying financial statements of Binny Mills Ltd, which comprises the Balance Sheet as at March, 31 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 disclosure in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at March 31, 2014;

b) In the case of the Statement of Profit or 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

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.

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

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

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

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

d. In our opinion, the Balance sheet, the Statement of Profit and Loss, and the Cash Flow statement comply with the accounting standards referred to sub-section (3C) of Section 211 of the Act;

e. On the basis of the written representations received from the Directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March

31, 2014, from being appointed as a director, in terms of clause (g) of sub-section (1) of section 274 of the Act;

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Act, nor has it issued any rules under the said section prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Referred to in Paragraph 3 of our Report of even date

1. In respect of fixed assets, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

The fixed assets have been physically verified during the year by the management in accordance with a programme of verification, which provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

Based on our scrutiny of the records of the company and the information & explanation received by us, we report that there were no sale of fixed assets during the year.

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

According to the information and explanations given to us, in our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

On the basis of our examination of records of inventories, in our opinion, the Company has maintained proper records of inventories and no material discrepancies were noticed between physical stocks and book records.

3. According to the information and explanations given to us, the company has not granted any loans, secured or unsecured, to the companies, firms or individual, parties covered in the register maintained under section 301 of the Companies Act, 1956. The Company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956, and the year end balance of such loan was Rs. 0.62 lakhs (Rs. 0.62 lakhs as on 31.3.2013). In our opinion, since the loan was received interest free without any terms and conditions stipulated for repayment, the same is not prima-facie prejudicial to the interest of the company In our opinion, since the loan was received interest free without any terms and conditions stipulated for repayment, the principal portion has not fallen due for repayment.

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, with regard to the purchase and sale of goods and services. Further on the basis of our examination of the books and records of the Company carried out in accordance with the auditing standards generally accepted in India, and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the internal control system.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956 have been so entered and the transactions during the year 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. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

7. The Company does not have a formal internal Audit. However, from the information and explanations given to us, the existing internal control procedures are commensurate with its size and nature of its business.

8. As explained to us and as per the information and explanations given to us the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 are not applicable.

9. According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, undisputed statutory dues including Provident Fund, Pension Fund, Employees State Insurance, income tax, service tax, professional tax, urban land tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax and other statutory dues were in arrears as at 31st March 2014 for a period of more than six months from the date they became payable except in respect of urban land tax to the tune of Rs.3,87,000/- Which is yet to be remitted.

There are no disputed statutory dues payables as at the Balance sheet date.

10. The Company does not have any accumulated losses as at 31st March 2014 and has not incurred cash loss during the financial year and also 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 any financial institution and bank. The Company has not issued any debentures.

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

13. The Provisions of any special statute as specified under clause (xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities and hence Clause (xiv) of the Order is not applicable to the Company.

15. According to the information and explanations given to us, the company has not given any guarantee for loan taken by others from financial institutions and hence Clause (xv) of the Order is not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the company has not obtained any term loans during the year.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report no funds raised on short term basis have been utilized for long term investments and vice versa.

18. 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 during the year.

19. The Company has not issued any debentures during the year and hence reporting under Clause (xix) of the Order is not applicable to the Company.

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, during the year, no fraud on or by the Company has been noticed or reported during the course of our audit.

For M/s T. Selvaraj & Co Chartered Accountants Firm Registration No: 003703S

Place: Chennai Date : 30th May 2014 S Vidya Partner Membership No: 217934

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Binny Mills Ltd, which comprises the Balance Sheet as at March, 31 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 disclosure in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at March 31, 2013;

b) In the case of the Statement of Profit or Loss, of the LOSS 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

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.

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

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

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

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

d. In our opinion, the Balance sheet, the Statement of Profit and Loss, and the Cash Flow statement comply with the accounting standards referred to sub-section (3C) of Section 211 of the Act;

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

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Act, nor has it issued any rules under the said section prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Referred to in Paragraph 3 of our Report of even date

1. In respect of fixed assets, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

The fixed assets have been physically verified during the year by the management in accordance with a programme of verification, which provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification. Based on our scrutiny of the records of the company and the information & explanation received by us, we report that there were sale of fixed assets during the year but the fixed assets disposed off did not constitute a substantial part of the fixed assets of the company.

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

According to the information and explanations given to us, in our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

On the basis of our examination of records of inventories, in our opinion, the Company has maintained proper records of inventories and no material discrepancies were noticed between physical stocks and book records.

3. According to the information and explanations given to us, the company has not granted any loans, secured or unsecured, to the companies, firms or individual, parties covered in the register maintained under section 301 of the Companies Act, 1956. The Company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956, and the year end balance of such loan was Rs. 0.62 lakhs (Rs. 0.62 lakhs as on 31.3.2012). In our opinion, since the loan was received interest free without any terms and conditions stipulated for repayment, the same is not prima-facie prejudicial to the interest of the company.

In our opinion, since the loan was received interest free without any terms and conditions stipulated for repayment, the principal portion has not fallen due for repayment.

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, with regard to the purchase and sale of goods and services. Further on the basis of our examination of the books and records of the Company carried out in accordance with the auditing standards generally accepted in India, and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the internal control system.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956 have been so entered and the transactions during the year 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. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

7. The Company does not have a formal Internal Audit. However, from the information and explanations given to us, the existing internal control procedures are commensurate with its size and nature of its business.

8. As explained to us and as per the information and explanations given to us the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 are not applicable.

9. According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, undisputed statutory dues including Provident Fund, Pension Fund, Employees State Insurance, income tax, service tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax and other statutory dues were in arrears as at 31st March 2013 for a period of more than six months from the date they became payable except in respect of service tax to the tune of Rs.3,06,250/- Which is yet to be remitted.

There are no disputed statutory dues payables as at the Balance sheet date.

10. The Company does not have any accumulated losses as at 31st March 2013 and has incurred cash loss during the financial year ended on that date. The Company has not incurred any cash loss 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 any financial institution and bank. The Company has not issued any debentures.

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

13. The Provisions of any special statute as specified under clause (xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities and hence Clause (xiv) of the Order is not applicable to the Company.

15. According to the information and explanations given to us, the company has not given any guarantee for loan taken by others from financial institutions and hence Clause (xv) of the Order is not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the company has not obtained any term loans during the year.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report no funds raised on short term basis have been utilized for long term investments and vice versa.

18. 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 during the year.

19. The Company has not issued any debentures during the year and hence reporting under Clause (xix) of the Order is not applicable to the Company.

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, during the year, no fraud on or by the Company has been noticed or reported during the course of our audit.

For T.SELVARAJ & CO.,

Chartered Accountants

Firm Regn No:003703S

M. Balaganesh

Partner

Membership No. 208781

Place : Chennai

Date : 29th May 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Binny Mills Limited as at 31st March 2012, the Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed there to. 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.

2. We conducted our audit in accordance with the 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 the management, as well as evaluating the overall financial statement presentation. We believe that, our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors'' Report)(Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such 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, the Statement of Profit and Loss and the Cash Flow Statement dealt 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 representation received from the Directors, as on 31/03/2012 and taken on records by the Board of Directors, we report that, none of the Directors are disqualified as on 31/03/2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) We draw the attention of members to the following Note:

i). Non-confirmation of balances as at 31.03.2012 from Debtors, other Current Assets and Sundry Creditors as stated in Note 24 in Notes Forming part of Financial Statements and we are unable to express any opinion on the recoverability or otherwise and the effect, if any, on the reported results of the company for the period under audit.

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

i. In the case of Balance Sheet, of the State of Affairs of the Company as at 31st March 2012,

ii. In the case of Statement of Profit and Loss, of the PROFIT of the Company for the year ended on that date; and

iii. In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Re: BINNY MILLS LIMITED

Referred to in Paragraph 3 of our Report of even date

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets, which needs to be updated.

(b) The fixed assets have not been verified by the management during this year. The discrepancies (between physical verification and book records) and accounting for such discrepancies does not arise.

(c) The Company has not disposed off any fixed assets during the year.

2. (a) The inventory has been physically verified by the management at reasonable intervals.

(b) The procedure of physical verification of inventory followed by the management is 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 inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. According to the information and explanations given to us, the company has not granted any loans, secured or unsecured, to the companies, firms or individual, parties covered in the register maintained under section 301 of the Companies Act, 1956. The Company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956, and the year

I end balance of such loan was Rs. 0.62 lakhs (Rs. 0.62 lakhs as on 31.3.2011). In our opinion, since the loan was received interest free without any terms and conditions stipulated for repayment, the same is not prima-facie prejudicial to the interest of the company.

In our opinion, since the loan was received interest free without any terms and conditions stipulated for repayment, the principal portion has not fallen due for repayment.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for purchases and 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 systems.

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

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

6. In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from public.

7. The Company does not have any internal audit system to commensurate with the size of the company and the nature of its business and services.

8. As explained to us and as per the information and explanation given to us the maintenance of Cost Records under section 209 (1 )(d) of the Companies Act, 1956 are not applicable.

9. According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, undisputed statutory dues including Provident Fund, Pension Fund, Employees State Insurance, income tax, service tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax and other statutory dues were in arrears as at 31st March 2012 for a period of more than six months from the date they became payable except in respect of service tax to the tune of Rs.236529/- Which is yet to be remitted.

There are no disputed statutory dues payables as at the Balance sheet date.

10. The Company does not have any accumulated losses as at 31st March 2012 and has not incurred cash losses during the financial year ended on that date or 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 the financial institutions, bank and debenture holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of securities 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 provision of clause 4 (xiii) of the Companies (Auditor''s Report) (Amendment) Order, 2004 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. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable to the Company.

15. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks / financial institutions.

16. In our opinion and according to the information and explanation given to us, the Company has not obtained any term loans during the year.

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

18. According to the information given to us, the Company has not made any preferential allotment of preference shares during the year.

19. According to the information and explanation given to us, the Company has not issued any debentures during the year and creation of security for issue of debenture does not arise.

20. According to the information and explanation given to us, the Company has not raised money by public issue during the year and disclosure of end use of public issue does not arise.

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

For T.SELVARAJ & CO

CHARTERED ACCOUNTANTS

Firm Regn.No:003703S

T.SELVARAJ

Place : Chennai PARTNER

MEMBERSHIP No:11370

Date : 01.09.2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Binny Mills Limited as at 31s'' March 2011 tne Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed there to.These Financial statements are the responsibility of the Company''s management Our responsibility is tB express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditiog 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 Ah 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 ana significant estimates made by the management, as well as evaluating the overall financial statement presentation We believe that our audit provides a reasonable basis for our opinion.

3. - As required by the Companies (Auditors'' Report)(Amendment! Order. 2004 issued by the Centrai

Government of India in terms of sub-section (4A) of section 227 of the Companies Act. 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order

4. Further to our comments in the Annexure referred to above, we report that

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

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

c) The Balance Sheet Profit and loss Account and Cash Flow Statement dealt with Dy this Report dir- in agreement with the Books of Account

di In our opinion the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt by tnis report, comply with tne Accounting Standards referred to in Sub-section i3C) of Section 211 of the Companies Act 1956

e) On the basis of written representation received from the Directors, as on 31/03/2011 and taken on records by the Board of Directors, we report that, none of the Directors are disqualified as on 31/03/2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act. 1956

f) We draw the attention of members to the following Note:

i). Non-confirmation of balances as at 31.03.2011 from Debtors, other Current Assets and Sundry Creditors as stated in Note 1 in Notes on accounts and we are unable to express any opinion on the recoverability or otherwise and the effect, if any, on the reported results of the Company for the period under audit.

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

i. In the case of Balance Sheet, of the State of Affairs of the Company as at 31st March 2011.

ii. In the case of Profit and Loss Account, of the PROFIT of the Company for the year ended on that date; and iii. In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date

Re: BINNY MILLS LIMITED

Referred to in Paragraph 3 of our Report of even date

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets, which needs to be updated.

(b) The fixed assets have not been verified by the management during this year. The discrepancies (between physical verification and book records) and accounting for such discrepancies does not arise.

(c) The Company has not disposed off any fixed assets during the year.

2. (a) The inventory has been physically verified by the management at reasonable intervals.

(b) The procedure of physical verification of inventory followed by the management is 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 inventory The discrepancies noticed on verification between the physical stocks and the book records were not material

3. According to the information and explanations given to us. the Company has not granted any loans. secured or unsecured, to or from the companies, firms or individual, parties covered in the register maintained under section 301 of the Companies Act, 1956. The Company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956, and the year end balance of such loan was Rs. 0.62 lakhs (Rs. 0.62 lakhs as on 31.3.2010). In our opinion, since the loan was received interest free without any terms and conditions stipulated for repayment, the same is not prima-facie prejudicial to the interest of the company.

In our opinion, since the loan was received interest free without any terms and conditions stipulated for repayment, the principal portion has not fallen due for repayment.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business. for purchases and 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 systems.

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

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

6 In our opinion and according to the information and explanation given to us. the Company has not accepted deposits from public.

7. The Company does not have any internal audit system to commensurate with the size of the Company and the nature of its business and services.

8. As explained to us and as per the information and explanation given to us the maintenance of Cost Records under section 209 (1)(d) of the Companies Act, 1956 are not applicable

9. According to the information and explanations given to us and according to the books and records as produced and examined by us. in our opinion, undisputed statutory dues including Provident Fund, Pension Fund. Employees State Insurance, income tax. service tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax and other statutory dues were in arrears as at 31s1 March 2011 for a period of more than six months from the date they became payable except in respect of service tax to the tune of Rs. 72,356/- which is yet to be remitted.

There are no disputed statutory dues payables as at the Balance sheet date.

10. The Company does not have any accumulated losses as at 31s'' March 2011 and has not incurred cash losses during the financial year ended on that date or 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 the financial institutions, bank and debenture holders

12 In our opinion and according to the information and explanations given to us. the Company has not granted loans and advances on the basis of securities 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 provision of clause 4 (xiii) of the Companies (Auditor''s Report) (Amendment) Order. 2004 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. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable to the Company.

15. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks / financial institutions.

16 In our opinion and according to the information and explanation given to us. the Company has not obtained any term loans during the year

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

18. According to the information given to us. the Company has made preferential allotment of preference shares during the year pursuant to the Demerger Scheme of Binny Limited as approved by the Honourable High Court of Madras, as follows:

28,14,18.142 9% Cumulative Redeemable Preference Shares of Rs 5 each amounting to Rs. 140,70.90.710/- 5.88,000 9 75 % Cumulative Redeemable Preference Shares of Rs. 5 each amounting"to Rs. 29.40.000/-

The Company has not made any preferential allotment of equity shares during the year

19. According to the information, and explanation given to us. the Company has not Issued any debentures during the year and creation of security for issue of debenture does not arise

20. According to the information and explanation given to us the Company has not raised monev bv public issue during the year and disclosure of end use of public issue does not arise

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

For T.SELVARAJ & CO

CHARTERED ACCOUNTANTS

Hnr, Regn.No:0G3703S

T.SELVARAJ

Place: Chennai & ARTNER

Date : 29.08.2011 MEMBERSHIP No 11300

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Binny Mills Limited as at 31st March 201.0, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed there to.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.

2. We conducted our audit in accordance with the 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors'' Report)(Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such 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, the Profit and Loss Account and the Cash Flow Statement dealt 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 representation received from the Directors, as on 31/03/2010 and taken on records by the Board of Directors, we report that, none of the Directors are disqualified as on 31/03/2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) We draw the attention of members to the following Note:

i) Transfer of assets from the Binny Ltd as per the High Court Approved Scheme of Demerger and consequent accounting of share application Pending allotment, creation of Revaluation Reserve and utilization of the reserve for writing off the Goodwill on account of demerger as stated in the notes on accounts.

ii). Non-confirmation of balances as at 31.03.2010 from Debtors, Loans and Advances, other Current Assets and Sundry Creditors as stated in Note 10 in Notes on accounts and we are unable to express any opinion on the recoverabitity or otherwise and the effect, if any, on the reported results of the company for the period under audit.

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

i. In the case of Balance Sheet, of the State of Affairs of the Company as at 31" March 2010, ii. In the case of Profit and Loss Account, of the PROFIT of the Company for the year ended on that date; and iii. In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Referred to in Paragraph 3 of our Report of even date

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets, which needs to be updated.

(b) The fixed assets have not been verified by the management during this year. The discrepancies (between physical verification and book records) and accounting for such discrepancies does not arise.

(c) The Company has not disposed off any fixed assets during the year.

2. (a) The inventory has been physically verified by the management at reasonable intervals.

(b) The procedure of physical verification of inventory followed by the management is 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 inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. According to the information and explanations given to us, the company has not granted or taken any loans, secured or unsecured, to or from the companies, firms or individual, parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) of the Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for purchases of fixed assets and for sale of goods and services. During the course of our audit, we havenot observed any continuing failure to correct major weaknesses in internal control systems.

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

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

6. In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from public.

7. The Company does not have any internal audit system to commensurate with the size of the company and the nature of its business and services.

8. As explained to us and as per the information and explanation given to us the maintenance of Cost Records under section 209 (1)(d) of the Companies Act, 1956 are not applicable.

9. The Company is depositing undisputed statutory dues like Provident Fund, Employees Pension Fund and Employees State Insurance with some delays. There are no undisputed Statutory dues like Investor Education and Protection Fund, Wealth Tax, Service Tax, Customs Duty, and other statutory dues.

10. In our opinion, there are no accumulated losses of the Company as at the year end. The company has not incurred cash losses during the financial year covered by our audit and incurred cash loss 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 the financial institutions, bank and debenture holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of securities 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 provision of clause 4 (xiii) of the Companies (Auditor''s Report) (Amendment) Order, 2004 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. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable to the Company.

15. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks / financial institutions.

16. In our opinion and according to the information and explanation given to us, the Company has not obtained any term loans during the year.

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

18. According to the information given to us, the Company has not made any preferential allotment of shares during the year. The amount of share capital pending allotment is as per the high Court approved scheme of demerger, as stated in the notes on accounts.

19. According to the information and explanation given to us, the Company has-not issued any debentures during the year and creation of security for issue of debenture does not arise.

20. According to the information and explanation given to us, the Company has not raised money by public issue during the year and disclosure of end use of public issue does not arise.

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

For CNGSN& ASSOCIATES For T.SELVARAJ & CO

CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANTS

R.THIRUMALMARUGAN T.SELVARAJ

PARTNER PARTNER

Membership No.200102 MEMBERSHIP No:11370

Firm Regn.No: 004915S Firm Regn.No:003703S

Place: Chennai Date: 27.08.2010