Auditor Report of Poona Dal & Oil Industries Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of Poona Dal and Oil Industries Limited, which comprise the standalone Balance Sheet as at 31¹'' March, 2024 and also the standalone Statement of Profit and Loss and the standalone Cash Flow Statement for the year ended on that date annexed there to, notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements")

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("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 March 2024, and profit and other comprehensive Income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act, Our responsibilities under those SAs 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 Accountant of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provision of the Act and the Rules thereunder, and we have fulfilled out other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us Is sufficient and appropriate to provide a basis of our opinion on the standalone financial statements.

Management''s and Board of Directors Responsibility for the IND AS Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these IND AS standalone 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, includlngthe Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 standalone financial statements, management and Board of Directors are 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 Responsibility

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

We conducted our audit in accordance with standards on auditing issued by the Institute of Chartered Accountants of India and specified under section 143 (10) of Act, Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the HMD AS standalone financial statements is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the IND AS standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the IND AS standalone 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 IND AS standalone financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the IND AS standalone financial statement.

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 IND AS financial statements give the information as required by the Companies Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31^s! March, 2024.

ii) In the case of Statement of Profit and Loss of the Profit for the year ended 31^a March, 2024.

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

iv) Statement of Changes of Equity for the year ended on that date.

Key audit matters

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

Other Information

The Company''s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the standalone financial statements and our auditor''s report thereon.

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

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of Sub-section (11) of section 143 of the Companies act, 2013, we give in the Annexure A, a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.

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

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

b) In our opinion proper books of accounts as required by law have been kept by the company so far as appears from our examination of these books.

c) The standalone Balance Sheet and standalone Statement of Profit and Loss Account and standalone Cash flow statement dealt with by the Report are In agreement with the books of accounts.

d) In our opinion, the standalone Statement of Profit and Loss Account and the standalone Balance Sheet comply with the accounting standards specified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended,

e) On the basis of the written representation received from the directors as on 31” March, 2024, and taken on record by the Board of Directors, none of the director is disqualified as on 31^>l March, 2024 from being reappointed as a director in terms of section 164(2) of the Act.

f) As required under clause (i) of sub-section 3 of Section 143 of the companies Act, 2013, we give the report on internal financial controls over financial reporting in the Annexure B, a statement on the matters and statement on inherent limitations.

(B) 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:

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

b) The Company did not have any long term contract including derivatives contracts for which there were any material foreseeable losses.

c) There are no transactions during the year which required to be transferred, to the Investor Education and Protection Fund by the Company.

4}

(i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested by the company to or in any other person(s) or entity(ies) including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other person or entities identified In any manner whatsoever by or in behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or like on behalf of the Ultimate Beneficiary,

(ii) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any person(s) or entlty(ies) including foreign entities ("Funding Parties") with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or like on behalf of the Ultimate Beneficiary.

(iii) In our opinion based on such audit procedures that were considered reasonable and appropriate In the circumstances, nothing has come to our notice that has caused us to believe that the representations under the sub-clause (i) and (li) above contain any material misstatement.

e) The company has not declared or paid any dividend during the year In compliance with section 123 of Companies Act, 2013.

(C) With respect to the matter to be included in the Auditors’ Report under section 197(16) of the Act:

In our opinion and according to the information and explanation given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act The remuneration paid to any director is not In excess of the limits laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) of the Act which are required to be commented upon by us,

M/s. Bharat H. Shah & Associates.

Chartered Accountants (Firm Registration No. 122100W)

CA Bharat H Shah

Proprietor UDIN: 24110878BKBIUD1213 (Membership No. 110878)

Place: - Pune

Date: - ZS"¹ May, 2024

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Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Poona Dal and Oil Industries Ltd., which comprise the Balance Sheet as at 31st March, 2015 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed there to, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company is 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) Rule, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial 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.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with standards on auditing issued by the Institute of Chartered Accountants of India and specified under section 143(10) of 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 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 effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statement. 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 Companies Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2015.

ii) In the case of Statement of Profit and Loss of the Profit for the year ended 31st March, 2015.

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors' Report) Order, 2013 issued by the Central Government of India, in terms of provisions

of the Companies Act , 2013 we give in the annexure a statement on the matter specified in the order.

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

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

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

d) In our opinion, the Statement of Profit and Loss Account and the Balance Sheet comply with the accounting standards specified under section 133 of the Companies Act, 2013 read Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representation received from the Directors 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 included in the Auditor's Report and to the best of our information and according to the explanations given to us :

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

2) The Company did not have any long term contract including derivatives contracts for which there were any material foreseeable losses.

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

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in our report to the members of Poona Dal and Oil Industries Ltd. for the year ended 31st March, 2015. We report that:

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

b) We are informed that, the company has regular program of physical verification of its fixed assets by which fixed assets are verified in phase manner over period of 5 years. In accordance with this program, certain fixed assets verified during the year and no material discrepancies were noticed on such verification by the management. In our opinion this periodicity of physical verification is reasonable having regard to size of the company and nature of its assets.

ii) a) The Management of the company is maintaining proper records of inventory. We are informed that, the physical verification of inventory has been conducted during the year at reasonable intervals by the management. No material discrepancies were noticed on physical verification of inventory as compared to book records.

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

c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification.

iii) a) The company has not granted loans secured or unsecured to the Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

b) According to the explanations and information given to us, the parties (including employees) to whom loans and advances in the nature of interest free loans have been given by the company are repaying the principle amount as stipulated.

c) There is no overdue amount above rupees one Lakh.

iv) In our opinion and according to the information and explanation given to us, there is adequate internal control procedure 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 our audit, no major instance of continuing failure to correct any weaknesses in the internal control has been noticed.

v) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits during the year from the public within the meaning of the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and rules made there under. Hence the clause is not applicable.

vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 148(1) (d) of the Companies Act and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or not.

vii) a) In our opinion & according to the information and explanations given to us; and on the basis of the records produced before us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, VAT, Customs Duty, Service Tax, and other material statutory dues applicable to it.

b) According to the information and explanations given to us no undisputed amounts payable in respect of Income Tax, Wealth Tax, VAT, Custom Duty, Service Tax, which have not been deposited on account of dispute.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by he Company in accordance with provisions of the Companies Act.

viii) The company does not have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

ix) The company does not have any outstanding dues to any financial institutions or banks during the year.

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

xi) The company does not have any term loans outstanding during the year.

xii) On the basis of our examination and 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 M/s. M. Z. Gandhi & Co.

Chartered Accountants

(Firm Registration No. 117819W)

Sd/-

CA Mahendra Gandhi Proprietor

(Membership No. 103604)

Place : Pune

Date : 29th May, 2015.

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Mar 31, 2014

We have audited the accompanying financial statements of Poona Dal and Oil Industries Ltd., which comprise the Balance Sheet as at 31st March, 2014 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed there to, 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 ("the Act") read with General Circular 15 / 2013 dated 13/9/2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with 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 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 effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statement. 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 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: Poona Dal And Oil Industries Limited.

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2014.

ii) In the case of Statement of Profit and Loss of the Profit for the year ended 31st March, 2014.

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors'' Report) Order, 2003 ("the Order"), amended, Companies (Auditors'' Report) amendment order 2004 issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956 we give in the annexure a statement on the matter specified in paragraphs 4 and 5 of the order.

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

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

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

d) In our opinion, the Statement of Profit and Loss Account and the Balance Sheet comply with the accounting standards referred to in section 211(3C) of the Companies Act, 1956, to the extent applicable read with General Circular 15 / 2013 dated 13/9/2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

e) On the basis of the written representation received from the Directors 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.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in our report to the members of Poona Dal and Oil Industries Ltd. for the year ended 31st March, 2014. We report that:

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

b) We are informed that, the company has regular program of physical verification of its fixed assets by which fixed assets are verified in phase manner over period of 5 years. In accordance with this program, certain fixed assets verified during the year and no material discrepancies were noticed on such verification by the management. In our opinion this periodicity of physical verification is reasonable having regard to size of the company and nature of its assets.

c) During the year, Company has not disposed of any substantial / major part of the fixed assets.

ii) a) The Management of the company is maintaining proper records of inventory. We are informed that, the physical verification of inventory has been conducted during the year at reasonable intervals by the management. No material discrepancies were noticed on physical verification of inventory as compared to book records.

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

c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification.

iii) a) The company has not taken secured or unsecured loan, from the company or firm or parties covered in the register maintained under section 301 of the Companies Act, 1956 and from the companies under the same management.

b) The company has not granted loans secured or unsecured to the companies, firms or other parties in which directors are interested.

c) In our opinion and according to the information and explanations given to us, the terms and conditions on which secured or unsecured loans has been granted by the company (including employees) are prima facie not prejudicial to the interest of the company.

d) According to the explanations and information given to us, the parties (including employees) to whom loans and advances in the nature of interest free loans have been given by the company are repaying the principle amount as stipulated.

iv) In our opinion and according to the information and explanation given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and payment of expenses and for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal control has been noticed.

v) In respect of transaction entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, each of such transactions in excess of Rs. Five Lakhs in respect of any party, in our opinion and as per information given to us such transactions has not taken place during the year. The transaction have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time. Hence this clause is not applicable.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits during the year from the public within the meaning of the provisions of sections 58A and 58AA of the Companies Act, 1956 and rules made there under. Hence the clause is not applicable.

vii) In our opinion the company has an internal audit system, which in our opinion needs to be strengthened.

viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or not.

ix) a) In our opinion & according to the information and explanations given to us; and on the basis of the records produced before us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, VAT, Customs Duty, Service Tax, and other material statutory dues applicable to it.

b) According to the information and explanations given to us no undisputed amounts payable in respect of Income Tax, Wealth Tax, VAT, Custom Duty, Service Tax, were in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

x) The company does not have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) The company does not have any outstanding dues to any financial institutions or banks during the year.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) According to the information and explanations given to us, the company is not a chit fund or nidhi/mutual benefit fund society; therefore provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003, are not applicable to the company.

xiv) According to the information and explanations given to us, the company is not dealing in or trading in shares, securities. Accordingly the provision of clause 4(xiv) of the Companies (Auditors Report) Order, 2003, is not applicable to the company.

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

xvi) The company does not have any term loans outstanding during the year.

xvii) On the basis of our examination of the cash flow statement and overall examination of the Balance Sheet, we report that the funds raised on short-term basis have not been used for long term investments and no long-term funds have been used to finance short-term assets.

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

xix) The company has not issued debentures during the financial year and hence, the provisions of clause 4(xix) of Companies (Auditors Report) Order, 2003 are not applicable to the company.

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

xxi) On the basis of our examination and 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 M/s. M. Z. Gandhi & Co. Chartered Accountants (Firm Registration No. 117819W)

Sd/- CA Mahendra Gandhi Proprietor (Membership No. 103604)

Place : Pune Date : 24th May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Poona Dal and Oil Industries Ltd., which comprise the Balance Sheet as at 31st March, 2013 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed there to, 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 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with 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 of 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 auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of accounting estimates made by management, as well as evaluating the overall financial statement presentation. 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 Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2013.

ii) In the case of Statement of Profit and Loss of the Profit for the year ended 31st March, 2013.

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, Companies (Auditor''s Report) amendment order 2004 issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956 we give in the annexure a statement on the matter specified in paragraphs 4 and 5 of the order.

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

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

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

d) In our opinion, the Statement of Profit and Loss Account and the Balance Sheet comply with the accounting standards referred to in section 211(3C) of the Companies Act, 1956, to the extent applicable.

e) On the basis of the written representation received from the Directors as on 31st March, 2013, and taken on record by the Board of Directors, none of the director is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in our report to the members of Poona Dal and Oil Industries Ltd. for the year ended 31st March, 2013. We report that:

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

b) We are informed that, the company has regular program of physical verification of its fixed assets by which fixed assets are verified in phase manner over period of 5 years. In accordance with this program, certain fixed assets we verified during the year and no material discrepancies were noticed on such verification by the management. In our opinion this periodicity of physical verification is reasonable having regard to size of the company and nature of its assets.

c) During the year, company has disposed off Plant & Machinery and Air conditioners situated at Chakan unit along with Truck due to its non-operation and remaining block of fixed assets has been transferred to Kurkumbh unit at its Gross block.

ii) a) The Management of the company is maintaining proper records of inventory. We are informed that, the physical verification of inventory has been conducted during the year at reasonable intervals by the management. No material discrepancies were noticed on physical verification of inventory as compared to book records.

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

c) The Company has maintains proper records of inventory. No material discrepancies were noticed on physical verification.

iii) a) The company had not taken secured or unsecured loan, from the company or firm or parties covered in the register maintained under section 301 of the Companies Act, 1956 and from the companies under the same management.

b) The company has not granted loans secured or unsecured to the companies, firms or other parties in which directors are interested.

c) In our opinion and according to the information and explanations given to us, the terms and conditions on which secured or unsecured loans has been granted by the company (including employees) are prima facie not prejudicial to the interest of the company.

d) According to the explanations and information given to us, the parties (including employees) to whom loans and advances in the nature of interest free loans have been given by the company are repaying the principle amount as stipulated.

iv) In our opinion and according to the information and explanation given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and payment of expenses and for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal control has been noticed.

v) In respect of transaction entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, each of such transactions in excess of Rs. Five Lakhs in respect of any party, in our opinion and as per information given to us such transactions has not taken place during the year. Hence this clause is not applicable.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits during the year from the public within the meaning of the provisions of sections 58A and 58AA of the Companies Act, 1956 and rules made there under. Hence the clause is not applicable.

vii) In our opinion the company has an internal audit system, which in our opinion needs to be strengthened.

viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or not.

ix) a) In our opinion & according to the information and explanations given to us; and on the basis of the records produced before us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, VAT, Customs Duty, Service Tax, and other material statutory dues applicable to it.

b) According to the information and explanations given to us no undisputed amounts payable in respect of Income Tax, Wealth Tax, VAT, Custom Duty, Service Tax, were in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable.

x) The company does not have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) The company does not have any outstanding dues to any financial institutions or banks during the year.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) According to the information and explanations given to us, the company is not a chit fund or nidhi/mutual benefit fund society; therefore provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003, are not applicable to the company.

xiv) According to the information and explanations given to us, the company is not dealing in or trading in shares, securities. Accordingly the provision of clause 4(xiv) of the Companies (Auditors Report) Order, 2003, is not applicable to the company.

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

xvi) The company does not have any term loans outstanding during the year.

xvii) On the basis of our examination of the cash flow statement and overall examination of the Balance Sheet, we report that the funds raised on short-term basis have not been used for long term investments and no long-term funds have been used to finance short-term assets.

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

xix) The company has not issued debentures during the financial year and hence, the provisions of clause 4(xix) of Companies (Auditors Report) Order, 2003 are not applicable to the company.

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

xxi) On the basis of our examination and 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 M/s. M. Z. Gandhi & Co.

Chartered Accountants

(Firm Registration No. 117819W)

Sd/-

CA Mahendra Gandhi

Proprietor

(Membership No. 103604)



Place : Pune

Date : 24th May, 2013.

---

Mar 31, 2012

We have audited the accompanying Balance Sheet of Poona Dal and Off Industries Ltd., as at 31st March, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed there to. These financial statements and related notes are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1) We have obtained all the in formation and explanations, which to the be st of our knowledge and be lief, we re necessary for the purpose ofouraudit;

2) 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 these books;

3) The Balance Sheet and Statement of Profit and Loss Account dealt with by the report are In agreement with the books of account.

4) In our opinion, the Statement of Profit and Loss Account and the Balance Sheet comply with the accounting standards referred to In section 211 (3C) of the Companies Act, 1956, to the extent applicable.

5) On the basis of the written representation received from the Directors as on March 31,2012, and taken on record by the Board of Directors, we report that none of the Director is disqualified as on March 31, 2012 from being appointed as a director in terms of ciause (g) of sub section (1) of section 274 of the Companies Act, 1956.

6) In our opinion and to the best of our information and according to the explanations given to us, the accounts give the 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 the Balance Sheet of the state of affairs of the Company as at 31st March, 2012. ii) Inthe case of Statement of Prafitand Loss of the Profitfortheyearended 31st March 2012. iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

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 Section 227(4 A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as were considered appropriate and as per the information and expfanations given to us during the course ofouraudit we further report that:-

i) a) The company has generally maintained proper records showing full particulars including quantitative details and situation

of fixed assets.

b) During the year, the management has carried out physical verification of fixed assets under a phased program of verification at reasonable intervals, which, in our opinion, is reasonable. No material discrepancies were noticed on such verification by the management.

c) During the year, company has not disposed of any substantial/ majorpartof the fixed assets.

ii) a) The Management of the company is maintaining proper records of inventory. We are informed that, the physical verification

of inventory has been conducted during the year at reasonable Intervals by the management. No material discrepancies

were noticed on physical verification of inventory as compared to book records.

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

c) The company maintains proper records of inventory. No material discrepancies were noticed on physical verification.

iii) a) The company had not taken unsecured loan, from the company or firm, listed in the register maintained under section 301 of the Companies Act, 1956 andfrom the companies under the same management.

b) The company has not granted loans secured or unsecured to the companies firms or other parties in which directors are interested.

c) I n ou r opi nion and according to the I nformation and explanations given to us, the te rm s a nd co n d iti ons o n wh ic h secured or unsecured loans has been granted by the company (Including employees) are prima facie not prejudicial to the interest of the company.

d) According to the explanations and information given to us, the parties (including employees) to whom loans and advances in the nature of interest free loans have been given by the company are repaying the principle amount as stipulated.

iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedure

commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

v) In respect of transaction entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, each of

such transactions in excess of Rs. Five Lakhs in respect of any party, in our opinion and as per information given to us such transactions has not taken place during the year. The transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time. Hence this clause is not applicable.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits during

the year from the public within the meaning of the provisions of sections 58A and 58AA of the Companies Act, 1956 and rules 'nade there under Hence the clause (vi) of the order is not apDlicable

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

viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records)

Rules, 2011 prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) a) In our opinion & according to the information and explanations given to us; and on the basis of the records produced before us, the company is generally reguiar in depositing with appropriate authorities undisputed statutory dues inciuding Provident Fund, Employees' State Insurance, Income Tax, VAT, Customs Duty, Service Tax, and other material statutory dues applicable to it.

b) According to the information and explanations given to us no undisputed amounts payable in respect of Income Tax, Wealth Tax, VAT, Custom Duty, Service Tax, were in arrears as at 31 st March, 2012 for a period of more than six months from the date they became payable.

x) The company does not have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) 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.

xil) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit fund or nidhi/mutual benefit fund society; therefore provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003, are not applicable to the company.

xiv) According to the information and explanations given to us, the company is not dealing in or trading in shares, securities.

Accordingly the provision of clause 4{xiv) of the Companies (Auditors Report) Order, 2003, is not applicable to the company.

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

xvl) The company has not raised new term loans during the year. The term loans outstanding at the beginning of the year have been fully repaid during the year.

xvil) On the basis of our examination of the cash flow statement and overall examination of the Balance Sheet, we report that the

funds raised on short-term basis have not been used for long term Investments and no long-term funds have been used to finance short-term assets.

xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to

parties and companies covered in the register maintainGd under section 301 of the Companies Act, 1956 during the year.

xix) The company has not issued debentures during the financial year and hence, the provisions of clause 4(xviii) of Companies (Auditors Report) Order, 2003are not applicable to the company.

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

xi) On the basis of our examination and 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 M/S. M. Z. GANDHI & CO.

CHARTERED ACCOUNTANTS

(Firm Registration No. 117819W)

Sd/-

CA MAHENDRA GANDHI

PROPRIETOR

(Membership No. 103604)

Place- Pune

Date: 26th May, 2012

---

Mar 31, 2010

We have audited the accompanying Balance Sheet of Poona Dal and Oil Industries Ltd.., as at 31 st March, 2010 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed there to. These financial statements and related schedules are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statement based on our audit.

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

We report that:

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

2) 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 these books;

3) The Balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of account.

4) In our opinion, the Profit and Loss Account and the Balance Sheet comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956, to the extent applicable.

5) On the basis of the written representation received from the Directors as on March 31,2010, and taken on record by the Board of Directors, we report that none of the Director is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

6) In our opinion and to the best of our information and according to the explanations given to us, the accounts give the 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 the Balance Sheet of the state of affairs of the Company as at 31 st March, 2010.

ii) in the case of Profit & Loss Account of the Profit forthe year ended 31 st March 2010.

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

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 Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as were considered appropriate and as per the information and explanations given to us during the course of our audit we further report that:-

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

b) During the year, the Company has carried out physical verification of fixed assets under a phased program of verification at reasonable intervals, which, in our opinion, is reasonable. No material discrepancies were noticed on such verification.

c) During the year, company has not disposed of any substantial/ major part of the fixed assets.

ii) a) The company is maintaining proper records of inventory. We are informed that the physical verification of inventory has been conducted during the year at reasonable intervals by the management. No material discrepancies were noticed on physical verification of inventory as compared to book records.

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

iii) a) The company had not taken unsecured loan, from the company or firm, listed in the register maintained under section

301 of the Companies Act, 1956 and from the companies under the same management.

b) The company has not granted loans secured or unsecured to the companies firms or other parties in which directors are interested.

c) In our opinion and according to the information and explanations given to us, the terms and conditions on which secured or unsecured loans has been granted by the company (including employees) are prima facie not prejudicial to the interest of the company.

d) According to the explanations and information given to us, the parties (including employees) to whom loans and advances in the nature of interest free loans have been given by the company are repaying the principle amount as stipulated.

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

v) In respect of transaction entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, each of such transactions in excess of Rs. Five Lakhs in respect of any party, in our opinion, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits during the year from the public within the meaning of the provisions of sections 58A and 58AA of the Companies Act, 1956 and rules made there under. Hence, the clause

(vi) of the order is not applicable.

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

viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

ix) a) According to the information and explanations given to us and on the basis of the records produced before us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, VAT, Customs Duty, Service Tax, and other material statutory dues applicable to it.

b) According to the information and explanations given to us no undisputed amounts payable in respect of Income Tax, Wealth Tax, VAT, Custom Duty, Service Tax, were in arrears as at 31 st March, 2010 for a period of more than six months from the date they became payable.

x) The company does not have accumulated losses.The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) 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.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit fund or nidhi/mutual benefit fund society; therefore provisions of clause

(xiii) of the Companies

(Auditors Report) Order, 2003, are not applicable to the company.

xiv) According to the information and explanations given to us, the company is not dealing in or trading in shares, securities. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003, are not applicable to the company.

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

xvi) On the basis of our examination of the cash flow statement and overall examination of the Balance Sheet, we report that the funds raised on short-term basis have not been used for long term investments and no long-term funds have been used to finance short-term assets.

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

xviii) The company has not issued debentures during the financial year and hence, the provisions of clause 4(xviii) of Companies (Auditors Report) Order, 2003 are not applicable to the company.

xix) The company has not raised any money by public issues during the year.

xx) On the basis of our examination and 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.



M/s.M.Z. Gandhi & Co.

Chartered Accountants

Place: Pune CA Mahendra Gandhi

Date: 29th May, 2010. Proprietor