Auditor Report of Natraj Proteins Ltd.

Mar 31, 2024

We have audited the accompanying Standalone Ind AS Financial Statements of Natraj Proteins Ltd, (the Company)
which comprises the Balance Sheet as at March 31, 2024 and the Statement of Profit and Loss (Including Other
Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended as on
that date, a summary of the material accounting policies and other explanatory information.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone
Financial Statements gives the information required by the Companies Act 2013("the Act") in the manner so required
and gives a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act
read with the Companies ( 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 on 31st March 2024, the Loss including other
comprehensive income, its cash flows and Changes in equity for the year ended as on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ( SA) as
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 standalone financial statements section of our report. We are independent of
the Company in accordance with the Code of Ethics issued by The Institute of Chartered Accountants of India ( ICAI)
together with the ethical requirements that are relevant to our audit of the standalone financial statements under the
provisions of the Act and the rules thereunder and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence that is obtained by us, is sufficient
and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Kev Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements for the financial year ended 31st March 2024. 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. For the matter below our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have
fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the Financial Statement section of our
report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement of the Financial Statement. The results of our audit
procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on
the accompanying Financial Statement.

Key Audit Matter	Auditor’s Response
Provisions and Contingent liabilities in respect of	Our audit procedures based on which we arrived at the
certain litigations of Assessment of Direct and Indirect	conclusion regarding reasonableness of the
Taxes not acknowledged as debt.	contingent liabilities include the following:
The Company has material uncertain tax positions	a.	Understanding the current status of the
including other matters under dispute which involves		litigations/tax assessments;
significant judgment to determine the possible outcome of these disputes. Claims made against the company are significant. These are pending for decision before relevant forums and consequential	b.	Examining communication received from various Tax Authorities/ relevant forums and follow up action thereon;
and possible impact thereof and provisions/ disclosure required have been based on the management''s assessment of the probability of the occurrence of the liability.	c.	Evaluating the merit of the subject matter under consideration with reference to available independent legal / tax advice;
The Company''s assessment is supported by the facts of matter, their own judgment, past experience, and advices from independent tax consultants wherever	d.	Discussion with the management on the development in these cases during the year ended 31st march 2024; and
considered necessary.	e.	Review of the disclosures made by the company
Accordingly, the management does not expect that the above claims/obligations (including under litigation), when ultimately concluded and determined, will have a material and adverse effect on the company''s results of operations or financial condition.		in the financial statements in this regard and analysis of evaluation of the contentions of the Company through discussions, collection of details of the subject matter under consideration and the likely outcome
We determined the above area as a Key Audit Matter in view of associated uncertainty relating to the outcome of these matters

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company''s Management Board of Directors are responsible for the preparation of the other information and
presentation of its report (Hereinafter called as “Board Report”). The other information comprises the information included
in the Board'' s Report including Annexure to Board''s Report and Shareholders Information, Management Discussion and
Analysis Report and report on corporate governance, but does not include the financial statements and our auditor''s
report thereon. The other information as stated above is expected to be made available to us after the date of this Auditor''s
Report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon. 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 during the course of our audit or otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information; we are required to communicate the matters to those charged with governance
and describe necessary actions required as per applicable laws and regulations.

Responsibility of Management and those charged with Governance for the Financial Statements:

The Company''s Management and Board of Directors are responsible for the matters stated in section 134(5) of the
Companies Act 2013 (the Act) with respect to the preparation of these Ind AS Financial Statements that give a true and fair
view of the financial position, financial performance (including other comprehensive income), cash flows and changes in

equity of the Company in accordance with the Accounting principles generally accepted in India ,including the Indian
Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies:
making judgments and estimates that are reasonable and prudent ; and the design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the Ind AS 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.

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

Auditor’s Responsibilities for the audit of Financial Statements:

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

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
Standards on Auditing''s (SA) 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 control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company has adequate internal financial controls 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 standalone financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the

disclosures, and whether the standalone financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone
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. (ii) to evaluate the effect of any identified
misstatements in the standalone 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 financial control
that we identify during our audit.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order 2020 (“the order”) issued by the Central Government of
India in terms of sub section (11) of section 143 of the Act, we give in the Annexure A, as a statement on the maters
specified in paragraphs 3 and 4 of the order, to the extent applicable.

2. 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 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 (including other comprehensive income), the statement
of Changes in the Equity and the statement of Cash Flow dealt with by this Report are in agreement with the
relevant books of account.

(d) In our opinion, the aforesaid standalone Financial Statements comply with the Indian Accounting Standards
specified under section 133 of the Act.

(e) On the basis of written representations received from the directors as on March 31, 2024, and taken on
record by the Board of Directors, none of the directors are 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 adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer our separate report in Annexure B to this report. 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 Auditors Report in accordance with requirements of
section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its directors during the year is in

accordance with the provisions of Section 197 of the Act.

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

i. The company has disclosed the impact of pending litigations on its financial position in its Ind AS Financial
Statements as on 31/03/2024. Refer to Note No 30. B , 20 (4) to the Financial Statements.

ii. The company did not have any long-term contract including derivative contracts as at the year-end 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.

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 kinds of funds) by the company to or in any other
person(s) or entities, including foreign entities ( “Intermediaries”), with the understanding, whether recorded
in writing 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 the any persons or
entities, including foreign entities (“funding parties”), with the understanding, whether recorded in writing or
otherwise, that the company shall, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the funding parties ( “ Ultimate Beneficiaries”) or provide any
guarantee, security or like on behalf of the Ultimate beneficiaries:

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

v. The company has neither declared dividend nor paid any dividend during the year.

vi. The Company is maintaining its books of account manually during the year. Consequently, the company is
not required to comply with the provisions related to audit trail and reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules 2014 is not applicable.

For BHUTORIA GANESAN & CO
ICAI Firm Reg No: 004465c
Chartered Accountants

ca. r gokulakrishnan
partner

M.NO 402792

Place: Bhopal

Date: 27.05.2024

UDIN: 24402792BKHHOH6472

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Mar 31, 2015

We have audited the attached financial statements of Natraj Proteins Ltd which comprise of the Balance Sheet as at 31.03.2015 the Statement of Profit and Loss for the year ended on 31-3-2015 and Cash Flow statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the matters stated in section 134(5) of the Companies Act 2013 (the Act) with respect to 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 specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent and the design, implementation and maintenance of internal control 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 Rules made there under. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India as specified under section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

OPINION

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

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31.03.2015.

ii) In the case of Statement of Profit and Loss , of the Profit of the company for the year ending 31.03.2015.

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order 2015 issued by the Central Government of India in terms of sub section (11) of Section 143 of the Act, we enclose in the annexure a statement of the matters specified in the paragraph 4 and 5 of the said order.

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

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

b) In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books.

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

d) In our opinion, the Balance Sheet, Profit & loss Account and Cash Flow Statement dealt with by this report 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 representations received from the Directors of the company as on 31st March, 2015, and taken on record by the Board of Directors, none of the director 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 Auditors 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 :

1. The company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer note No B 1(a), (b), (c) and (d) to the financial statements.

2. The company does not have any long term contracts or long term derivative contracts and there is no requirement of making any provision on such contracts/derivatives.

3. There is no incidence of any requirement of transfer any amount to the Investor Education and Protection Fund by the company during the year.



ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENT OF OUR REPORT

[Referred to in our Report of even date on the Accounts of NATRAJ PROTEINS LTD. as at and for the year ended 31st March 2015]

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

(b) The fixed assets have been physically verified by the management in accordance with regular programme of verification, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

2. (a) The management has conducted Physical verification of inventories at all its locations at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by management are in our opinion, 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 and no material discrepancies were noticed on physical verification.

3. (a) The company has not granted any loan secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013.

(b) There is no overdue amount of loans granted to companies or firms or other parties in the register maintained under section 189 of the Companies Act, 2013

4. In our opinion, and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and Services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control in respect of these areas.

5. The company has not accepted any deposits from the public.

6. We have broadly reviewed the books of account maintained by the company pursuant to rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act 2013 for the products of the company and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the same.

7. (a). The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities to the extent applicable.

According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were in arrears, as at 31st March 2015, for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, and as per the records of the company, income tax, sales tax, service tax, custom duty, excise duty, Mandi tax and Cess which have not been deposited on account of dispute are given below :

Name of the Statue Nature of the dues Disputed Amount (Rs. in lacs)

Income Tax Income Tax 15.90



Income Tax Income Tax 5.21

M.P VAT Act 2002 VAT ACT 6.32

M.P VAT Act 2002 VAT ACT 4.70





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

Income Tax 1994-95, 1995-96, Before Settlement 1996-97 Commission, Petition has been filed with M.P.High Court for stay

Income Tax 2009-10 AY 2010-11 Before Appellate Commissioner, Bhopal

M.P VAT Act 2002 2006-2007 M.P Commercial Tax, Appellate Board, Bhopal

M.P VAT Act 2002 2011-2012 Commissioner Appeals

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

9. Based on our audit procedures, and as per the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank. The company has not issued any debentures.

10. According to the information and explanations given to us the Company has not given any guarantee for loans taken by other from banks and financial institutions.

11. As per the records produced, the term loans have been applied for the purpose for which such loans were obtained.

12. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management we report that no frauds on or by the company have been noticed or reported during the course of our audit.

For BHUTORIA GANESAN & CO. Chartered Accountants Firm Reg No: 004465C

R.GANESAN S-9, Thadaram Complex, PARTNER 209A, Zone I, M.P.Nagar, BHOPAL M.NO 26164 Date: 30-05-2015

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Mar 31, 2014

We have audited the attached financial statements of Natraj Proteins Ltd which comprise of the Balance Sheet as at 31.03.2014 the Statement of Profit and Loss for the year ended on 31-3-2014 and Cash Flow statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITOR''S RESPONSIBILITY

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

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

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

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

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31.03.2014.

ii) In the case of Statement of Profit and Loss , of the Profit of the company for the year ending 31.03.2014.

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order 2003 as amended by Companies (Auditor''s 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 enclose in the annexure a statement of the matters specified in the paragraph 4 and 5 of the said order.

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

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

b) In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books.

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

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

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

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 Companies Act 1956, 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.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT [Referred to in our Report of even date on the Accounts of NATRAJ PROTEINS LTD. as at and for the year ended 31st March 2014]

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

(b) . The fixed assets have been physically verified by the management in accordance with regular programme of verification, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Discrepancies have been appropriately dealt with in the books of account.

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

2. (a). The management has conducted Physical verification of inventories at all its locations at reasonable intervals during the year.

(b) . The procedures of physical verification of inventory followed by management are in our opinion, 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 and no material discrepancies were noticed on physical verification.

3. The company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) of the said order is not applicable.

4. In our opinion, and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and Services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control in respect of these areas.

5. (a). As per the information and explanations given to us the transactions needed to be entered into a register in pursuance of section 301 of the Companies Act,1956 have been entered.

(b). As per the information and explanations given to us the transactions have been carried out at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public during the year, within the meaning of sec 58A of the companies Act 1956. The directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where applicable, have been complied with. No order has been passed by the company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal against the company in this regard.

7. In our opinion, the company has an internal audit System However the same has to be strengthened in commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the company pursuant to rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained . We have not, however made a detailed examination of the same.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities to the extent applicable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were in arrears, as at 31st march 2014, for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, and as per the records of the company, income tax, sales tax, service tax, custom duty, excise duty, Mandi tax and Cess which have not been deposited on account of dispute are given below :

Name of the Nature of the Disputed Period to Statue dues Amount which it (Rs. in relates lacs>

Income Tax Income Tax 15.90 1994-95, 1995-96,

1996-97

Income Tax Income Tax 5.21 2009-10

AY 2010-11

M.P VAT Act VAT ACT 6.32 2006- 2002 2007



Name of the Forum where the dispute is Statue pending

Income Tax Before Settlement Commission, Petition has been filed with M.P.High Court for stay

Income Tax Before Appellate Commissioner, Bhopal

M.P VAT Act 2002 M.P Commercial Tax, Appellate Board. Bhopal

10. The company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in the year under report and in the immediately preceding financial year.

11. Based on our audit procedures, and as per the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank. The company has not issued any debentures.

12. According to the information and explanations given to us and based on the documents and records produced to us the Company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of special statute applicable to chit fund, nidhi or mutual benefit fund/societies are not applicable to the company.

14. In our opinion the company is not dealing or trading in shares, securities, debentures and other investments and hence, the requirements of Para 4(xiv) of the above order are not applicable to the company.

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

16. As per the records produced, the term loans have been applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the company, we report that funds raised on short-term basis have not been used for long term investment.

18. During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956

19. There are no debentures issued by the company during the year that require creation of security or charge and therefore the requirement is not applicable.

20. During the year under audit, there was no public issue of shares.

21. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management we report that no frauds on or by the company have been noticed or reported during the course of our audit.

For , BHUTORIA GANESAN & CO

Chartered Accountants Firm Reg No: 004465C

R.GANESAN

S-9, Thadaram Complex, PARTNER

209A, Zone I, M.P.Nagar, BHOPAL M.NO 26164

Date: 30-5-2014

---

Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS:

We have audited the attached financial statements ol Natraj Proteins Ltd which comprise of the Balance Sheet as at 31.03.2013 the Statement of Profit and Loss for the year ended on 31-3-2013 and Cash Flow statement for the year ended on that date and a summary ol significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITOR''S RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error. In making those risk assessments, the auditors considers internal controls relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of thefinancial 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 lo the explanations given to us, the financial statements give the information as required by ihe Act in the manner so required and give a true and fair view in conformity with the Accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31.03.2013.

ii} In the case of Statement of Profit and Loss, of the Profit of the company for the year ending 31.03.2013.

iii) In the case ofCash Flow Statement of the cash flows, of the Company fortheyear ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order 2003 as amended by Companies (Auditor''s Report) (Amendment) order, 2004, issued by the Central Government o1 India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement of the matters specified in the paragraph 4 and 5 ofthesaidorder.

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

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

b) In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books,

c) The Balance Sheet and Profit and Loss Account and Cash Row Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet, Profit & loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in section 211 {3C) of the Companies Act 1956.

e) On the basis of written representations received from the Directors of the company as on 31 st March, 2013, and taken on record by the Board of Directors, none of the director is disqualified as on 31- March 2013from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 195^6.

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 Companies Act 1956, 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.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT

[Referred to in our Report of even date on the Accounts of NATRAJ PROTEINS LTD. as at and for the year ended 31s1 March 2013]

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

(b). The fixed-assets have been physically verified by the management in accordance with regular programme of verification, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Discrepancies have been appropriately dealt with in the books of account.

{c). The Company has not disposed off any substantia/ part of fixed assets during the year.

2. (a). The management has conducted Physical verification of inventories at all its locations at reasonable intervals during the year.

(b). The procedures of physical verification of inventory followed by management are in our opinion, reasonable and adequate in relation to the size of the company and the nature ot its business.

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

3. The company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordinlgy, the provisions ot clause 4{iii) (e)to (g) af the said order is not applicable.

4. In our opinion, and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and Services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control in respect of these areas,

5. (a). As per the information and explanations given to us the transactions needed to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been entered.

{b). As per the information and explanations given to us the transactions have been carried out at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposils from the public during the year, within the meaning of section 5BA of the companies Act 1956. The directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where applicable, have been complied with. No order has been passed by the company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal against the company in this regard.

7. In our opinion, the company has an internal audit System However the same has to be strengthened in commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the company pursuant to rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act 1956 and are of the opinion lhat prima facie, the prescribed accounts and records have been made and maintained . We have not, however made a detailed examination of the same,

9. (a). The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities to the extent applicable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were in arrears, as at 31st March 2013, for a period of more than six months from the date they become payable.

10. The company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in the year under report and in the immediately preceding financial year.

11. Based on our audit procedures, and as per the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank. The company has not issued any debentures.

12. According to the information and explanations given to us and based on the documents and records produced to us the Company has not granted any loan and advances on the basis of security by way of pledge of shares. debentures and other securities.

13. The provisions of special statute applicable to chit fund, nidhi or mutual benefit fund/societies are not applicable to the company.

14. In our opinion the company is not dealing or trading in shares, securities, debentures and other investments and hence, the requirements of Para 4(xiv) of the above order are not applicable to the company.

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

16. As per the records produced, the term loans have been applied torthe purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the company, we report that funds raised on short-term basis have not been used for long term investment.

18. During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. There are no debentures issued by the company during the year that require creation of security or charge and theretore the requirement is no1 applicable.

20. During the year under audit, there was no public issue of shares.

21. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management we report that no frauds on or by the company have been noticed or reported during the course of our audit.

For. BHUTORIA GANESAN & CO

CHARTERED ACCOUNTANTS Firm Reg No: 004465C

R.GANESAN

PLACE: Bhopal PARTNER

Date: 30-5-2013 M.N026164

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Natraj Proteins Ltd. as at 31.03.2012 and the relative Statement of Profit and Loss for the year ended on 31-03-2012 and also cash flow statement for the year ended on that date. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit

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

3. As required by the Companies (Audited report) Order 2003 as arnlrided by Companies (Auditor's Report) (Amendment) order, 2004, issuedWy the Central Governmegt of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement of the matters specified in the paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referr to above, we report as that;

i) We have obtained all the information and explanations which to the best of our knowledge and belief weis-necessary for purpose of our audit.

ii) In our opinion, the Comany has kept proper books jpccounts as required by law so far as appears from our examianation of those books.

iii) The Balance Sheet and Statement of profit and loss and Cash flow Statement dealt with by this report agreement with the books of accounts.

iv) In our opinion, the Bajarice Sheet, Prjij$i!& loss Account and Cashj|low Statement dealt with by this report coltiply with thifssAicounting Standards reflrred to in section 211(3C) of the Complies Act 1956.

v) On the basis of written representaiils received from the Direct of the company as on 31st March, 2012, .and taken on record by the Board of Directors, we report that none of the director is disqulified as an 31st March 2012 from being appointed as a director In terms of clause (g)of sub section (1) defection 274 djfithe Companies Act, 1956.

vi) In our opinion and to the best of our information and according to tip explanations given to us, the said statement of Accounts, read together with the "NOTES" thereon, gives information as 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 31.03.2012.

ii) In the case of Statement of Profit and Loss, of the Profit of the company for the year ending 31.03.2012.

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

[Referred to in our Report of even date on the Accounts of NATRAJ PROTEINS LTD. as at and for the year ended 31st March 2012]

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

(b) The fixed assets have been physically verified by the management in accordance with regular programme of verification, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Discrepancies have been appropriately dealt with in the books of account.

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

2. (a) The management has conducted Physical verification of inventories at all its locations at reasonable intervals during the year.

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

(c) The company is maintaining[Rroperf ecords. of irtM§s»t£Ky...and no rpaterial discrepancies were noticed on physical verification^

3. (a) The company has taken loans, unsecMre^lfrpRn companies, firms or other parties covered in the register maintained under section 301 of the' Companies Act, 1956. There me twenty two parties and amount involved isjRs. 152.03 Lacs.

(b) The rate of interest and other terms and conditions of unsecured loans taken by the company, are prima facie not prejudicial to the interest of thelflwnpany;

(c) The payment dfithe principal amount and interest are also regular;

(d) There is no overdue of more than one lacs.

4. In our opinion, arid according to the information and explanation given to us, there are adequate internal systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed Assets and for the goods and Services During the course of audit, we have noicome acroait^ny continuing-f^lUre to timtfect major weaknesses has been noticed in the internal control^ respect these areas.

5. (a) As per the information and explanations given to us the transactions needed to be entered into a register in pursuance of sectidn 301 of the companies Act, 1956 have been entered.

(b). As per the informationlpd explanations given to us the transactions have! been carried out at prices which are reasonable having regard to the prevalling market price at the relevant time.

6. The company has not accepted deposits from the public during the year, within the meaning of sec 58A of the companies Act 1956 attend the directives issued By the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under. No order has been passed by the company Law Board or National Company law TRibunal or reserve Bank of India or any court or any other tribunal in this respect.

7. In our opinion, the company has an internal audit System However the same has to be strengthened in commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Act, in respect of the company's products to which said rules are made applicable and are of the opinion that prima facie, the prescribed accounts and records have been maintained. Further that the Company's product are subject to the Cost Audit.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other Statutory Dues with the appropriate authorities to the extent applicable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were in arrears, as at 31st March 2012, for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, and as per the records of the company, income tax, sales tax, service tax, custom duty, excise duty, Mandi tax and Cess which have not been deposited on account of dispute are given below :

Name of the Nature of the Disputed Period to Statue dues Amount (Rs.in which it lacs) relates

Income Tax Income Tax 15.90 1994-95 1995-96 1996-97

Entry tax Entry Tax 0.53 2006-2007

M.P VAT ACT VAT ACT 6.32 2006-2007

Name of the Forum where the dispute Statue is pending

Income Tax Before Settlement Commission, Petition has been filed with M.P.High Court for stay

Entry tax M.P.Commercial - Tax Appellate Board, Bhopal

M.P VAT ACT M.P Commercial Tax, Appellate Board, Bhopal

10. The company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in the year under report and in the immediately preceding financial year.

11. Besed on our audit procedures, and as per the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us and based on the documents and records produced to us the Company has not granted any loan and advances on the basis of security of by way of pledge of shares, debentures and other securities.

13. The provisions of special statute applicable to chit fund, nidhi or mutual benefit fund/societies are not applicable to the company.

14. In our opinion the company is not dealing or trading in shares, securities, debentures and other investments and hence, the requirements of Para 4(xiv) of the above order are not applicable to the company.

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

16. As per the records produced, the term loans have been applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the company, we report that funds raised on short-term basis have not been used for long term investment.

18 During the year the company has not made-any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. There are no debentures issued by the company during the year that, require creation of security or charge and therefore the requirement is not applicable.:, *:

20. During the year under audit, there was no public issue of shares.

21. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management we report that no frauds on or by the company have been noticed or reported during the course of our audit.

For BHUTOR1A GANESAN & CO

Chartered Accountants Firm Reg No: 004465C CA R.GOKULAKRISHNAN PARTNER M.NO 402792 PLACE: BHOPAL Date :25/08/2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Natraj Proteins Ltd as at 31.03.2010 and the relative Profit and Loss account for the year ended on 31-3-2010 and also cash flow statement for the year ended on that date. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion of these financial statements based on our audit

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

3. As required by the Companies (Auditors Report) Order 2003 as amended by 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 enclose in the annexure a statement of the matters specified in the paragraph 4 and 5 of the said order.

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

i) 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.

ii) 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 such books.

iii) The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

iv) In our opinion, these financial statements have been prepared in compliance with the Accounting Standards referred to in section 211 (3C) of the Act.

v) On the basis of written representations received from the Directors of the company as on 31st March,2010, and

taken on record by the Board of Directors we report that prima facie none of the director is disqualified as on 31s1v1arch 2010 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us the said statement of Accounts read together with notes thereon gives information as required by the Companies Act, 1956 in the manner so required and give a true and fair view :

I) In the case of Balance Sheet of the state of affairs of the Company as at 31.03.2010.

ii) In the case of Profit and Loss Account, of the Profit of the company for the year ending 31.03.2010.

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

ANNEXURE 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.

(b). The fixed assets have been physically verified by the management in accordance with regular programme of verification, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Discrepancies have been appropriately dealt with in the books of account.

(c). There is no substantial disposal of fixed assets during the year.

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

(b). The procedures of physical verification of inventory followed by management 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 and no material discrepancies were noticed on physical verification.

3. (a). The company has taken loans, unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. There are Eighteen parties and amount involved is Rs.115.93 Lacs.

(b). The rate of interest and other terms and conditions of unsecured loans taken by the company, are prima facie not prejudicial to the interest of the company;

(c). The payment of the principal amount and interest are also regular;

(d) There is no overdue of more than one lacs.

4. In our opinion and according to the information and explanation given to us, there are adequate internal systems 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. During the course of audit, we have not come across any continuing failure to correct major weaknesses has been noticed in the internal control in respect of these areas.

5. (a). The transactions needed to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been entered.

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

6. The company has not accepted deposits from the public during the year, within the meaning of sec 58A of the companies Act 1956. The directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where applicable, have been complied with. No order has been passed by the company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

7. In our opinion, the company has an internal audit System However the same has to be strengthened in commensurate with its size and nature of its business.

8. The Central Govt, has not prescribed compulsory maintenance of cost records for the company.

9. (a). The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities to the extent applicable. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were in arrears, as at 31st march 2010, for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, and as per the records of the company, income tax, sales tax, service tax, custom duty, excise duty, Mandi tax and Cess which have not been deposited on account of dispute are given below :



Name of the Nature of the Amount (Rs. in Period to Forum where the dispute Statue dues lacs) which it is pending relates

Income Tax Income Tax 15.90 1994-95, Before Settlement 1995-96, Commission, Petition 1996-97 has been filed with M.P.High Court for stay

Income Tax Income Tax 10.49 Asst. Year Appeal Before CIT 1(A), 2004-2005 Bhopal.

Entry tax Entry Tax 0.62 2006-2007 M.P.Commercial Tax Appellate Board, Bhopal

M.PVAT Act VAT ACT 7.03 2006-2007 M.P Commercial Tax, 2002 Appellate Board. Bhopal



9. The company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in the year under report and in the immediately preceding financial year.

10. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

11. According to the information and explanations given to us and based on the documents and records produced to us the Company has not granted any loan and advances on the basis of security of by way of pledge of shares, debentures and other securities.

12. The provisions of special statute applicable to chit fund are not applicable to the company.

13. The company is not dealing or trading in shares, securities, debentures and other investments, hence relevant provision is not applicable to the company.

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

15. As per the records produced, the term loans have been applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the company, we report that funds raised on short-term basis have not been used for long term investment.

18. During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. There are no debentures issued by the company during the year that require creation of security or charge and therefore the requirement is not applicable.

20. During the year under audit, there was no public issue of shares.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management we report that no frauds on or by the company have been noticed or reported during the course of audit.

For BHUTORIA GANESAN & CO

Chartered Accountants

FIRM REG No. 004465C

R.GOKULAKRISHNAN

PLACE: BHOPAL (PARTNER)

Date: 18-08-2010 M.No. 402792