Auditor Report of Prima Industries Ltd.

Mar 31, 2025

We have audited the standalone financial statements of Prima Industries Limited (''the
Company''), which comprise the Balance Sheet as at 31st March 2025, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended, and the 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
31st March 2025, and its loss and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standard of Auditing (SAs) specified under
section 143(10) of the Act. Our responsibility 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 Accountants of India 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 ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

Sr. No Key Audit Matter

1 Revenue Recognition

The company has entered into contracts with various customers for processing their materials on various terms; and distinct performance obligation.

2 Audit Procedures Performed

Our audit procedures included identification of contractual obligation in respect of each contract and to ensure that the revenue relating to the year is recognised. a) To achieve this we have checked the effectiveness of intended controls to identify the contractual obligation on each contract. b) Selected samples of contracts with customers and cross checked with the revenues recognised in the books.

Emphasis of Matters

1 We draw attention to the fact that the Company has failed to redeem preference shares
issued on 24th July 2002 amounting to Rs 5,19,74,030 held by Ayyappa Roller Flour Mills Limited
which were due for redemption since July 2022, which is not in compliance with Section 55 of
Companies Act, 2013. We are also informed that the Company have placed a petition with the
Hon''ble NCLT on 25th February 2025 for the redemption of the unredeemed preference shares
and to issue further 51,97,403 cumulative redeemable preference shares of Rs 10 each to the
existing shareholder, for a term of 20 years from the date of issue on the same terms and
conditions.

2 The Company has made following transaction with its associate companies which are not
in compliance with section 185 of the Companies Act 2013:

Unsecured interest free loan to Associate Companies and outstanding, amounting to Rs.
2,81,02,632 which is not yet recovered.

Our opinion is not modified in respect of 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 information 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
the fact. We have nothing to report in this regard.

Management''s responsibility for the standalone financial statements

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

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

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

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

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional scepticism 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 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 financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor''s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.

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

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

We also provide those charged with governance with a statement that we have complied with
relevant ethical 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.

Report on Other Legal and Regulatory Requirements

A. 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 statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

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

1 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.

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

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

4 In our opinion, the aforesaid standalone financial statements comply with the Ind
AS specified under Section 133 of the Act.

5 On the basis of the written representations received from the directors as on 31st
March 2025 taken on record by the Board of Directors, none of the directors is disqualified as on
31st March 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

6 The separate report on the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness of such controls is not
applicable to the Company.

C. With respect to the matters to be included in the Auditor''s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanation 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 contracts including derivative contracts
for which there were any material foreseeable losses;

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

4 The Management has represented that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person or entity, including foreign entity (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries

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

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

7 The Company has not declared dividend during the year.

8 Based on our examination which included test checks, the Company has used an
accounting software for maintaining its books of account which has a feature of recording audit
trail (editlog) facility and the same has operated throughout the year for all relevant transactions
recorded in the software. Further, during the course of our audit we did not come across any
instance of audit trail feature being tampered with. Additionally, the audit trail has been
preserved by the company as per the statutory requirements for record retention.

D In our Opinion and according to the information and explanations given to us, the
remunerations paid by the company to its directors during the current year is in accordance with
the provisions and is not in excess of limit laid down in section 197 of the Act. The Ministry of
Corporate Affairs has not prescribed other details under section 197(16) which are required to
be commented upon by us.

For G Joseph & Associates
Chartered Accountants
Firm Reg. No. 006310S

P Rajagopal

Place: Kochi Partner

Date : 27-05-2025 202134

UDIN: 25202134BMITQY9457

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Mar 31, 2024

To the Members of Prima Industries Limited Report on the Audit of Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Prima Industries Limited (''the Company''), which comprise the Balance Sheet as at 31st March 2024, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and the 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 31st March 2024, and its and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standard of Auditing (SAs) specified under section 143(10) of the Act. Our responsibility 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 Accountants of India 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 ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Sr. No Key Audit Matter

1 Revenue Recognition The company has entered into contracts with various customers for processing their materials on various terms; and distinct performance obligation.

Auditor''s Response

Audit Procedures Performed Our audit procedures included identification of contractual obligation in respect of each contract and to ensure that the revenue relating to the year is recognised.

a) To achieve this we have checked the effectiveness of intended controls to identify the contractual obligation on each contract. b) Selected samples of contracts with customers and cross checked with the revenues recognised in the books.

Emphasis of Matters

1. We draw attention to the fact that the company has failed to redeem preference shares issued on 24th July 2002 amounting to Rs 5,19,74,030 held by Ayyappa Roller Flour Mills Limited which were due for redemption since July 2022, which is not in compliance with Section 55 of Companies Act, 2013. We are also informed by the Board of Directors that a proposal to place a petition with the Hon''ble NCLT for the redemption of the unredeemed preference shares and to issue further 51,97,403 cumulative redeemable preference shares of Rs 10 each to the existing shareholder , for a term of 20 years from the date of issue on the same terms and conditions.

2. The Company has made following transaction with its associate companies which are not in compliance with section 185 of the Companies Act 2013:

Unsecured interest free loan outstanding amounting to Rs. 2,69,82,555 which is not yet recovered Our opinion is not modified in respect of 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 information 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 the fact. We have nothing to report in this regard.

Management''s responsibility for the standalone financial statements

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

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

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

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

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism 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 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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical 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.

Report on Other Legal and Regulatory Requirements

A. 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 statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

1 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.

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

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

4 In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

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

6 The separate report on the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls is not applicable to the Company.

C. With respect to the matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules, 2014, in our opinion and to the best of our information and according to the explanation 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 contracts including derivative contracts for which there were any material foreseeable losses;

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

4 The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

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

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

7 The Interim dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable

8 The Company has used such accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been in operation since 4th July 2023.

D In our Opinion and according to the information and explanations given to us, the remunerations paid by the company to its directors during the current year is in accordance with the provisions and is not in excess of limit laid down in section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) which are required to be commented upon by us.

For G Joseph & Associates Chartered Accountants Firm Reg. No. 006310S

P RAJAGOPAL

Place: Kochi Partner

Date : 30-05-2024 202134

UDIN:24202134BJZYHW1007

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Mar 31, 2015

We have audited the accompanying financial statements of Prima Industries Limited ('the Company'), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of 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 flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 ('the Order'), issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

1 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.

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

3 The company does not have any branches and so provisions of section 143 (8) are not applicable to the company.

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

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

6 There are no observations or comments on the financial transactions or matters that have an adverse effect on the functioning of the company

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

8 There are no qualification,reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith.

9 The Company does not have any pending litigations which would impact its financial position;

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

The Annexure referred to in under 'Report on Other Legal and Regulatory Requirements' section of our report of even date to the members of Prima Industries Limited on the accounts of the company for the year ended 31st March, 2015

(i) a. The Company has maintained records showing particulars including quantitative details and situation of fixed assets, but the same requires to be updated.

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

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

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

c. In our opinion and on the basis of examination of the records, the Company is generally maintaining proper records of its inventory. No material discrepancies were noticed on physical verification of inventory by the management as compared to the book records.

(iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured to companies, firms, or other parties listed in the register maintained section 189 of the Companies Act. Consequently , the provisions of clauses 3(iii)(a) and 3(iii)(b) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the Company and nature of its business, for the purchase of inventories and fixed assets and payment for 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 controls have been noticed.

(v) The Company has not accepted any deposit from public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed thereunder.

(vi) As per information & explanation given by the management,maintenence of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 148 of the Companies Act and we are of the opinion that prima facie the pre scribed accounts and records have been made and maintained.

(vii) (a) According to the records of the Company, undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the informations and explanations given to us there were no outstanding statutory dues as on 31st March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information & explanations given to us,there is no amounts payable in respect of income tax, wealth tax,Service tax, Sales tax,Customs duty & Excise duty which have not been deposited on account of any disputes.

(c) According to the information & explanations given to us,there is no amounts payable in respect of income tax, wealth tax,Service tax, Sales tax,Customs duty & Excise duty which have not been deposited on account of any disputes.

(viii) The accumulated losses of the Company at the end of the financial year is more than fifty percent of the net worth; but the Company has not incurred cash losses during the current financial year and in the immediately preceding financial year.

(ix) According to the information & explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks or debenture holders

(x) According to the information & explanations given to us,the Company has, not given any guarantee for loans taken by others from a bank or financial institution.

(xi) Based on our audit procedures and on the information given by the management,we report that the Company has not raised any term loans during the year.

(xii) Based on the audit procedures performed and the information and explanation given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For G.Joseph & Associates

Chartered Accountants FRN-006310S

P.Rajagopal

Place : Cochin Partner Date : 30/05/2015 Membership No .202134

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Mar 31, 2014

We have audited the accompanying financial statements of M/s.Prima Industries Limited ("the company") which comprise the Balance Sheet as at 31st March, 2014 , the Statement of Profit & Loss and the Cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s responsibility

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (''the Act'') read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013 and in accordance with the Accounting Principles generally accepted in India. 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 auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

b) in the case of the Statement of Profit & Loss, of the profit for the year ended on that date; and

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

Report on other legal and other regulatory requirements

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

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 (''the Act'') read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013

e) On the basis of written representation received from directors and taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31, 2014 from being appointed as a director in terms of clause (g)of sub-section (1) of section 274 of the 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 Act nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Prima Industries Limited on the accounts of the company for the year ended 31st March, 2013.

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

(I) a The company has maintained records showing particulars including quantitative details and situation of fixed assets, but the same required to be updated.

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

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

(ii) a) Physical verification of inventory has been conducted by the management at reasonable intervals during the year.

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

c) In our opinion and on the basis of examination of the records, the company is generally maintaining proper records of its inventory. No material discrepancies were noticed on physical verification of inventory by the management as compared to the book records.

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

e) The company has taken unsecured loans from 6 parties. At the year end, the outstanding balance of such loans taken aggregated to Rs. 3,05,02,924 and the maximum amount involved during the year was Rs. 74,413,311.

f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the company.

g) The terms of repayment for the above loans have not been stipulated, but the same are stated to be repayable on demand. Since the company is stated to have received no demand for repayment of the above loans, there has been no default on the part of the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for sale of goods and services.

(v) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements referred to in section 301 of the Companies Act, 1956 during the year that need to be entered in the register maintained under that section. Accordingly, Clause (v) (b) of the paragraph 4 of the Order is not applicable to the company for the current year.

(vi) The company has not accepted any deposit from the public covered under section 58A and 58AA of the Companies Act, 1956.

(vii) The Company does not have an internal audit system.

(viii) As per information & explanation given by the management, maintenance of cost records ha been prescribed by the Central Government under clause (d) of sub-section (1) of section 20 of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed account and records have been made and maintained.

(ix) a) According to the records of the company, undisputed statutory dues including Providen Fund, Investor education and protection fund, Employees'' state insurance, Income tax Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, cess to the extent applicabl and any other statutory dues have generally been regularly deposited with th appropriate authorities. b) As per the information given to us, the following statutory dues have not been deposited o account of any disputes:-

Nature of statute Nature of dues Amount

KGST Act KGST 5,149,818

KGST Act KGST 215,211

Nature of statute Period to which Forum where the amount relates dispute is pending

KGST Act 2007-08 High Court

KGST Act 2008-09 Penalty

(ix) The accumulated losses of the Company at the end of the financial year are more than fifty percent of the net worth; and it has not incurred cash loss in the immediately preceding financial year and current financial year.

(x) As per the information and explanations given to us, the Company has not availed any loans from banks or financial institutions or through debentures.

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

(xii) The Company is not a Chit Fund or Nidhi/ Mutual Benefit Fund/Society. Therefore, the provisions of this clause of the Order are not applicable to the Company.

(xiii) In our opinion and according to the explanations given to us, the Company is not a dealer or trader in securities.

(xiv)According to the information & explanations given to us,the Company has, not given any guarantee for loans taken by others from a bank or financial institution.

(xv) Based on our audit procedures and on the information given by the management, we report that the Company has not raised any term loans during the year.

(xvi)Based on the information & explanations given to us and on an overall examination of the balance sheet of the Company as at 31st March,2014, we report that no funds raised on short term basis have been used for long term investment by the Company.

(xvii Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year

(xviii) Based on the audit procedures performed and the information and explanation given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For G Joseph & Associates Chartered Accountants

Firm Reg. No. 006310S

Place : Cochin Sd/-

Date : 31.05.2014 P Rajagopal

Partner

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/s.Prima Industries Limited ('The company") as at 31st March. 2012 and the Profit & Loss Account of the company for the year ended that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Statement on the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

Further we report that:-

i. We have obtained all the information and explanations, which to the best of our knowledge and bejief were necessary for the purpose of the 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 those books.

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

iv. 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 sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of written representation received from directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 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 explanation given to us, the said accounts; subject to:

1. As per the records available, the time granted by State Bank of India for settling the amounts due to them as per the One Time Settlement (hereinafter referred to as "OTS") Scheme recognised in the books in 2006-07 has expired. However the outstandings as shown in the Balance Sheet are as per the OTS only, whereby the liabilities to the Banks are understated by Rs. 72,366,372 and Reserves overstated by Rs. 72,366,372.

2. Provision for interest on the outstanding dues to State Bank of India, if the One Time Settlement amount is not in force, works out to 0,963,965. Out of that provision, interest amounting to Rs. 2,430,000 only has been provided in the financial statements whereby the loss has been understated by Rs. 8,533,965 and liabilities to Bank are understated by Rs. 8,533,965.

3. The bank balances (except Bank of India-3528,HDFC, ICICI -18031 and Loan account with State Bank of India) are subject to Reconciliation and Confirmation.

4. Certain expenses included under Capital work in progress,freight inwards,travelling expense,lab expenes,fees and taxes and repairs & maintenance were not adequately supported by external evidences. give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012;

b) in the case of the Profit & Loss Account, of the Loss for the year ended on that date; and in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in our report of even date to the members of Prima Industries Limited on the accounts for the year ended 31 st March, 2012.

i) a) The company has maintained records showing particulars including quantitative details and situation of fixed assets, but the same requires to be updated.

b) As per the information and explanations given to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

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

ii) a) Physical verification of inventory has been conducted by the management, but the frequency of such verification needs to be improved.

b) In our opinion and according to the information and explanations given to us, the procedure for physical verification of inventory are by and large reasonable and adequate in relation to the size of the company and the nature of its business. The company has taken necessary steps for strengthening the procedures.

c) On the basis of examination of the records of inventory, in our opinion, the company has generally maintained proper records of inventory. No material discrepancies were noticed on physical verification of inventory as compared to the book records.

(iii) The company has not granted any loans, secured or unsecured to companies, firms, or other parties, covered in the register maintained under section 301 of the Act. Clauses (iii)(b) to (iii) (d) of paragraph 4 of the said Order are not applicable to the company.

e) The company has taken unsecured loans from a Director. At the year end, the outstanding balance of such loans taken aggregated to Rs. 24,923,363 ana the maximum amount involved during the year was Rs. 24,923,363.

f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the company.

g) The terms of repayment for the above loans have not been stipulated, but the same are stated to be repayable on demand. Since the company is stated to have received no demand for repayment of the above loans, there has been no default on the part of the company.

(iv) In our opinion and according to the information and explanation given to us, there is an internal control system for the purchase of inventory and fixed asset and for the sale of goods and services.However, the same is not commensurate with the size of the company and nature of its business.

(v) As explained to us and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered in the register in pursuance of section 301 of the Companies Act, 1956 in respect of each party during the year have been entered in the register.

(vi) The company has not accepted any deposit from public within the meaning of section 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 framed thereunder.

(vii) The company has an internal audit system ,the scope and extent of coverage of which is required to be improved.

(viii) The provisions regarding maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 are not applicable to the company.

(ix) a) According to the information and explanations provided to us, the company was not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues, applicable to it.

The following were outstanding for a period of more than six months on the last day of the financial year:-

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

Income Tax Fringe Benefit Tax 332,752 2005-06

Income Tax Fringe Benefit Tax 90,997 2006-07

b) As per the information given to us, the following statutory dues have not been deposited on account of any disputes:-

Nature of statute Nature of dues Amount (Rs.)

KGST Act Central Sales Tax, 588,540 KGST

KGST Act KGST 1,914,214

KGST Act KGST 5,149,818

KGST Act KGST 215,211

CST Act Central Sales Tax 5,856,104

Nature of Statute Period to which Forum where the amount dispute is pending relates

KGST ACT 2005-06 Deputy Commissioner (Appeals)

KGST ACT 2006-07 Assistant Commissioner (Appeals)

KGST ACT 2007-08 High Court

KGST ACT 2008-09 Penalty

CST ACT 2004-05 Assistant Commissioner (Assessment)

x) The accumulated losses of the company at the end of the financial year is more than fifty percent of the net worth; and the company has incurred cash losses during the current financial year.

(xi) As per the information and explanations given to us, the company has not availed any loans from banks or financial institutions or through debentures 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) The provisions of any special statute applicable to Chit Fund or Nidhi or Mutual Fund Society are not applicable to the company.

(xiv) In our opinion and according to the explanations given to us, the company is not a dealer or trader in securities.

(xv) As explained to us, the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us, the company has not obtained any term loans.

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

(xviii) The company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) In our opinion.the company has not issued any debentures during the year.

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

(xxi) According to the information and explanations given to us, during the year, no fraud on or by the company has been noticed or reported.

For G Joseph & Associates

Chartered Accountants

Firm Reg. No. 00631OS

Place: Cochin -20

Date : 31 May, 2012 Sd/-

P Rajagopal

Partner

Membership No.202134

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s.Prima Industries Limited ("The company") as at 31st March, 2010 and the Profit & Loss Account of the company for the year ended that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Statement on the Companies (Auditors Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

Further we report that:-

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of the 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 those books.

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

iv. 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 sub-section (3C) of section 211 of the Companies Act, 1956, subject to the Accounting Standard - 15 on Employee Benefits, where gratuity is provided on Companys own computation

v. On the basis of written representation received from directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on31st March, 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 explanation given to us, the said accounts; subject to:

1. As per the records available, the time granted by IDBI Bank, State Bank of India & Bank of India (hereinafter together referred to as "Banks") for settling the amounts due to them as per the One Time Settlement (hereinafter referred to as "OTS") Scheme recognised in the books in 2006-07 has expired. However the outstandings as shown in the Balance Sheet are as per the OTS only, whereby the liabilities to the Banks are understated by Rs. 228,053,150, the Loss by Rs 95,579,120 and Reserves overstated by Rs 13,24,74,030.

2. Provision for interest on the outstanding dues to the banks if the One Time Settlement amount is not in force, works out to Rs. 70,234,528 (including the interest for the previous year amounting to Rs.33,129,494). Out of that provision, interest amounting to Rs.25,319,250 only has been provided in the financial statements whereby the loss has been understated by Rs. 44,915,278 and liabilities to Bank are understated by Rs. 177,389,308.

3. The bank balances (except Federal Bank - 1184020015648, 1(1(1 -026205000292, Indian Overseas Bank A/c No 352 and State Bank of India) and Loan accounts with Banks are subject to Reconciliation and Confirmation.

give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010;

b) in the case of the Profit & Loss Account, of the Loss for the year ended on that date; and in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in our report of even date to the members of Prima Industries Limited on the accounts for the year ended 31 st March, 2010.

(i) a The company has maintained records showing particulars including quantitative details and situation of fixed assets, but the same requires to be updated.

b As per the information and explanations given to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

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

(ii) a) Physical verification of inventory has been conducted by the management, but the frequency of such verification needs to be improved.

b) In our opinion and according to the information and explanations given to us, the procedure for physical verification of inventory are by and large reasonable and adequate in relation to the size of the company and the nature of its business. The company has taken necessary steps for strengthening the procedures.

c) On the basis of examination of the records of inventory, in our opinion, the company has generally maintained proper records of inventory. No material discrepancies were noticed on physical verification of inventory as compared to the book records.

(iii) The company has not granted any loans, secured or unsecured to companies, firms, or other parties, covered in the register maintained under section 301 of the Act. Clauses (iii)(b) to (iii)(d) of paragraph 4 of the said Order are not applicable to the company.

e) The company has taken unsecured loans from 7 parties. At the year end, the outstanding balance of such loans taken aggregated to Rs.2,98,07,447 and the maximum amount involved during the year was Rs.22,98,07,447.

f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the company.

g) The terms of repayment for the above loans have not been stipulated, but the same are stated to be repayable on demand. Since the company is stated to have received no demand for repayment of the above loans, there has been no default on the part of the company.

(iv) In our opinion and according to the information and explanation given to us, there is an

internal control system for the purchase of inventory and fixed asset and for the sale of goods and services.However, the same is not commensurate with the size of the company and nature of its business.

(v) As explained to us and according to the intormation and explanations given to us, the

particulars of contracts or arrangements that need to be entered in the register in pursuance of section 301 of the Companies Act, 1956 in respect of each party during the year have been

(vi) The company has not accepted any deposit from public within the meaning of section 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 framed thereunder.

(vii) The company does not have an internal audit system

viii) The provisions regarding maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 are not applicable to the company.

(ix) a) According to the information and explanations provided to us, the company was not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues, applicable to it. The following were outstanding for a period of more than six months on the last day of the financial year-

Amount Period to which

Name of statute Nature of dues (Rs.) the amount relates

Fringe Benefit

Income Tax Tax 332,752 2005-06

Fringe Benefit

Income Tax Tax 90,997 2006-07

Fringe Benefit

Income Tax Tax 196,140 2008-09

EPFDues PF Contribution 53,715 2006-07

b) As per the information given to us, the following statutory dues have not been deposited on

account of any disputes:-

Amount Period to which Forum where

dispute is

Nature of statute Nature of dues (Rs.) the amount relates pending

Deputy

Commissioner

KGST Act Sales Tax 429,795 2004-05 (Appeals)

Deputy

Commissioner

KGST Act Sales Tax 9,007,329 2003-04 (Appeals)

Deputy

Central Sales Commissioner

CST Act Tax 54,406 2003-04 (Appeals)

Deputy

Commissioner KGST Act Penalty 2,994,080 2007-08 (Appeals)

(x) The accumulated losses of the company at the end of the financial year is more than fifty percent of the net worth; but the company has not incurred cash losses during the current financial year but has incurred so in the immediately preceding financial year.

(xi) As per the information and explanations given to us, the company has not availed any loans from banks or financial institutions or through debentures 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) The provisions of any special statute applicable to Chit Fund or Nidhi or Mutual Fund Society are not applicable to the company.

xiv) In our opinion and according to the explanations given to us, the company is not a dealer or trader in securities.

(xv) As explained to us, the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the company.

xvi) According to the information and explanations given to us, the company has not obtained any term loans.

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

viii) The company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year

xix) In our opinion,the company has not issued any debentures during the year. (xx) The company has not raised any money by way of public issue during the year.

xxi) According to the information and explanations given to us, during the year, no fraud on or by the company has been noticed or reported.



For G Joseph & Associates Chartered Accountants

Finn Reg. No. 00631 OS

Place Cochin P Rajagopal

Date 30 June, 2010 Partner

Membership No.202134