Auditor Report of Sri Ramakrishna Mills (Coimbatore) Ltd.

Mar 31, 2025

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

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the
Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133
of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the
state of affairs of the Company as at 31 March 2025, its profit and other comprehensive income/ loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (“SAs”) specified under Section 143(10) of the Act. Our responsibilities
under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit
of the Financial Statements under the provisions of the Act and the Rules made thereunder and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the Financial
Statements.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the financial year ended 31 March
2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

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

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Key Audit Matters	How our audit addressed the key audit matter
4.1 Going Concern assumption
The Textile segment has been incurring losses for the last several years and appears to be functioning below rated capacities inspite of modernisation of machineries in certain departments. The Borrowing mix for funding and availability of long¬ term funds from this segment also may have significant impact on the assets and liabilities and consequential impact on Going concern. Considering the existence of material uncertainty and volatility in the textile segment of the Company which could cast doubt on the profitability and also considering the fact that the assets and liabilities of textile segment have significant impact on the overall business of the company and affect the going concern principles, this has been considered as a key audit matter.	We have evaluated the management’s assessment of the Company’s ability to continue as a Going Concern, which included Financial, Operational and other events/conditions. Our Evaluation of the assessment of Going Concern assumption included the following: • Evaluation of the process, the management followed to make its assessment. • Assumptions on which the assessment is based and management’s plans for future action and alternate business plans available to the management. • Feasibility of management’s plans in the circumstances. • Medium and long-term financing ability of the Company and management/ group’s ability to fund and meet the company’s obligations under support arrangement. • Past practices followed, strategies and alternate usage of assets of the company by the management, and Cash flow forecasts prepared by the management. • Inquiries with the management of events or conditions beyond management’s assessment • Reviewed subsequent events and facts that become known to us occurring between the date of the financial statements and the date of auditor’s report. Based on the above assessment we have obtained sufficient appropriate audit evidence about the appropriateness of the management’s use of Going Concern assumption and concluded that there is no material uncertainty about the Company’s ability to continue as Going concern. Further we have also evaluated the management’s estimate of the recoverable amount of the assets of the textile activity and the management’s conclusion thereon. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. Our Opinion is not modified in respect of this matter.
4.2 Disputed tax & other liabilities (Refer to the note No:3(o) & 42 to the financial statements)
The Company is required to discharge direct and indirect tax obligations under various legislations, as may be applicable. The tax authorities have raised certain tax demands on the Company in respect of the past periods. The Company has disputed such demands and has appealed against them at appropriate forums. As at 31 March 2025 the Company has an amount of Rs. 61.66 lakhs (Previous year: Rs. 61.66 Lakhs) pertaining to various pending tax litigations. Ind AS 37 requires the Company to perform an assessment of the probability of economic outflow on account of such disputed tax matters and determine whether any particular obligation needs to be recorded as a provision in the books of ac¬ count or to be disclosed as a contingent liability. Considering the significant degree of judgement applied by the management in making such assessments and the resultant impact on the financial statements, we have considered it to be a key audit matter.	In assessing the exposure of the Company for the tax litigations, we have performed the following procedures: • Obtained an understanding of the process laid down by the management for performing their assessment taking into consideration past legal precedents, changes in laws and regulations, updates obtained from external tax / legal experts (as applicable); • Assessed the processes and entity level controls established by the Company to ensure completeness of information with respect to tax litigations; • Reading communications with relevant tax authorities including notices, demands, orders, etc., relevant to the pending litigations, as made available to us by the management; • Testing the accuracy of disputed amounts from the underlying communications received from tax authorities and responses filed by the Company; • Considered the submissions made to appellate authorities and updates obtained by the Company from external tax / legal experts (wherever applicable) which form the basis for management’s assessment; • Assessed the positions taken by the management in the light of the aforesaid information and based on the examination of the matters by our tax experts; • The grounds of dispute taken by Management were considered along with Legal and Factual matters to enable us to take a judgement. These matters continue to remain in the same status as in the previous year.

4.3 Revenue Recognition (Refer note No: 2A(i) & 3(c) to the financial statements)

The company engages in contracts with customers where the revenue is recognised in accordance with Ind AS 115 ‘Revenue from contracts with customers.’ Ind AS 115 ‘Revenue from contracts with customers’ involves making critical judgements in identifying the contract with the customer, identifying the separate performance obligations in the contract, determining the transaction price, allocating the transaction price to the separate performance obligations and recognizing revenue over the period of time / at a point in time depending upon how the entity satisfies its performance obligations. Considering the significant degree of judgement applied by the management in making such estimates and the resultant impact on the financial statements, we have considered it to be a key audit matter.

Our audit procedures include the following: • Evaluated the design and implementation of controls for assessing compliance with relevant standards.. • Evaluated the appropriateness of the Company’s revenue recognition accounting policies and assessing compliance with the policies in terms of the applicable standards. • Evaluated the technical estimates made by the management including the percentage of completion furnished and also evaluated the management’s judgement of transfer of control over the assets to the extent of performance obligation executed.

Other Information

5. The Company’s management and Board of Directors is responsible for the preparation of the other information. The other information comprises the information (included
in the Management Discussion and Analysis) in the Board’s Report including Annexures to Board’s Report (Business Responsibility Report, Corporate Governance) and
Shareholder’s Information, but does not include the Financial Statements and our auditor’s report thereon.

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

7. In connection with our audit of the Financial Statements, our responsibility is to read the other information identified above when it becomes available and in doing so, consider
whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be
materially misstated.

8. 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.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

9. The Company’s management and Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial state¬
ments that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company
in accordance with the accounting principles generally accepted in India, including the Accounting Standards (“Ind AS”) specified under Section 133 of the Act, read with the
Companies (Indian Accounting Standards) Rules, 2015 as amended.

10. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; selection of the appropriate accounting software for ensuring compliance with applicable laws and regulations includ¬
ing those related to retention of audit logs; 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.

11. In preparing the Financial Statements, the 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 the Management and Board of Directors either intend to liquidate the
Company or to cease operations, or have no realistic alternative but to do so.

12. The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

13. Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error and
to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
Standards of Auditing (“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.

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of
the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to Financial Statements 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 and Board of
Directors.

• Conclude on the appropriateness of Management’s and Board of Directors’ use of the going concern basis of accounting in preparation of Financial Statements 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 Stat
ments 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.

15. 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

16. 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.

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

Report on Other Legal and Regulatory Requirements

18. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the
“Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

19. (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 account as required by law have been kept by the Company in electronic mode on servers physically located in India, so far as it
appears from our examination of those books except for the matters stated in paragraph 19 B (f) below (on reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014). The Management has represented to us that the process of taking daily backups is in place, however, we are unable to comment on the same
due to absence of backup logs. Refer Note 61 to the Financial Statements

c. The balance sheet, the statement of profit and loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows dealt
with by this Report are in agreement with the books of account.

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

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

f. With respect to the maintenance of accounts and other matters connected therewith, reference is made to our reservation in paragraph 19(A)(b) above (on reporting
under section 143(3)(b) of the Act) and paragraph 19(B)(f) below (on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended)).

g. With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Company and the operating effectiveness of such controls,
refer to our separate Report in “Annexure B” to this report.

(B) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, (as amended) in

our opinion and to the best of our information and according to the explanations given to us

a) The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position in its Financial Statements - Refer Note 42 to the financial
statements.

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

c) On the basis of the declarations made to us by the management, which is relied upon by us, we report that there has been no delay in transferring amounts, required
to be transferred, to the Investor Education and Protection Fund by the Company

d) (i) The Management has represented that, to the best of their knowledge and belief, as disclosed in Note No: 53 (i) to the financial statements, no funds have been

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

(ii) The Management has also represented that, to the best of their knowledge and belief, as disclosed in Note No: 53 (i), to the financial statements, no funds have been
received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”)
by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, performed by us, nothing has come to our notice that
has caused us to believe that the representations under paragraphs 19 (B) (d) (i) and 19 (B) (d) (ii) contain any material misstatement.

e) The company has not declared or paid any dividend during the year. Hence reporting in respect of compliance with section 123 of the Companies Act, is not applicable.

f) Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account which did not have a feature
of recording audit trail (edit log) facility. Therefore, the feature of recording audit trail (edit log) facility has not been enabled in such software. Further, we are unable to
comment on audit trail feature of the said software. Consequently, we are also unable to comment on the preservation of audit trail as per statutory requirements for record
retention. (Refer Note:56 of the Financial Statements).

(C) With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act

In our opinion and according to the information and explanations given to us, the remuneration paid/provided 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/provided to directors is within the limits laid down under Section 197 of the Act.

For C S K Prabhu and Co LLP
(formerly C S K Prabhu and Co)
Chartered Accountants
Firm Regd No: 002485S/S000197

Mahesh Prabhu

Place: Coimbatore Designated Partner

Date : 30.05.2025 Membership number: 214194

UDIN: 25214194BMOUPJ9151

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Mar 31, 2024

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

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, its profit and other comprehensive income/ loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (“SAs”) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules made thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the Financial Statements..

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the financial year ended March 31,2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

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

Key Audit Matters	How our audit addressed the key audit matter
4.1 Going Concern assumption
The Textile segment has been incurring losses for the last several years and appears to be functioning below rated capacities inspite of modernisation of machineries in certain departments. The Borrowing mix for funding and availability of long term funds from this segment also may have significant impact on the assets and liabilities and consequential impact on Going concern. Considering the existence of material uncertainty and volatility in the textile segment of the Company which could cast doubt on the profitability and also considering the fact that the assets and liabilities of textile segment have significant impact on the overall business of the company and affect the going concern principles, this has been considered as a key audit matter.	We have evaluated the management’s assessment of the Company’s ability to continue as a Going Concern, which included Financial, Operational and other events/ conditions. Our Evaluation of the assessment of Going Concern assumption included the following: • Evaluation of the process, the management followed to make its assessment. • Assumptions on which the assessment is based and management’s plans for future action and alternate business plans available to the management. • Feasibility of management’s plans in the circumstances. • Medium and long-term financing ability of the Company and management/ group’s ability to fund and meet the company’s obligations under support arrangement. • Past practices followed, strategies and alternate usage of assets of the company by the management, and Cash flow forecasts prepared by the management. • Inquiries with the management of events or conditions beyond management’s assessment • Reviewed subsequent events and facts that become known to us occurring between the date of the financial statements and the date of auditor’s report. Based on the above assessment we have obtained sufficient appropriate audit evidence about the appropriateness of the management’s use of Going Concern assumption and concluded that there is no material uncertainty about the Company’s ability to continue as Going concern. Further we have also evaluated the management’s estimate of the recoverable amount of the assets of the textile activity and the management’s conclusion thereon. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. Our Opinion is not modified in respect of this matter.
4.2 Disputed tax & other liabilities (Refer to the note No:3(P) & 42 to the	financial statements)
The Company is required to discharge direct and indirect tax obligations under various legislations, as may be applicable. The tax authorities have raised certain tax demands on the Company in respect of the past periods. The Company has disputed such demands and has appealed against them at appropriate forums. As at March 31, 2024 the Company has an amount of Rs. 61.66 lakhs (Previous year: Rs. 89.05 Lakhs) pertaining to various pending tax litigations. Ind AS 37 requires the Company to perform an assessment of the probability of economic outflow on account of such disputed tax matters and determine whether any particular obligation needs to be recorded as a provision in the books of account or to be disclosed as a contingent liability. Considering the significant degree of judgement applied by the management in making such assessments and the resultant impact on the financial statements, we have considered it to be a key audit matter..	In assessing the exposure of the Company for the tax litigations, we have performed the following procedures: • Obtained an understanding of the process laid down by the management for performing their assessment taking into consideration past legal precedents, changes in laws and regulations, updates obtained from external tax / legal experts (as applicable) • Assessed the processes and entity level controls established by the Company to ensure completeness of information with respect to tax litigations; • Reading communications with relevant tax authorities including notices, demands, orders, etc., relevant to the pending litigations, as made available to us by the management; • Testing the accuracy of disputed amounts from the underlying communications received from tax authorities and responses filed by the Company; • Considered the submissions made to appellate authorities and updates obtained by the Company from external tax / legal experts (wherever applicable) which form the basis for management’s assessment; • Assessed the positions taken by the management in the light of the aforesaid information and based on the examination of the matters by our tax experts • The grounds of dispute taken by Management were considered along with Legal and Factual matters to enable us to take a judgement. These matters continue to remain in the same status as in the previous year.

4.3 Revenue Recognition (Refer note No: 2A & 3(c) to the financial statements)

The company engages in contracts with customers where the revenue is recognised in accordance with Ind AS 115 ‘Revenue from contracts with customers.’ Ind AS 115 ‘Revenue from contracts with customers’ involves making critical judgements in identifying the contract with the customer, identifying the separate performance obligations in the contract, determining the transaction price, allocating the transaction price to the separate performance obligations and recognizing revenue over the period of time / at a point in time depending upon how the entity satisfies its performance obligations. Considering the significant degree of judgement applied by the management in making such estimates and the resultant impact on the financial statements, we have considered it to be a key audit matter

Our audit procedures include the following: • Evaluated the design and implementation of controls for assessing compliance with relevant standards. • Evaluated the appropriateness of the Company’s revenue recognition accounting policies and assessing compliance with the policies in terms of the applicable standards. • Evaluated the technical estimates made by the management including the percentage of completion furnished and also evaluated the management’s judgement of transfer of control over the assets to the extent of performance obligation executed.

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

5. The Company’s management and Board of Directors is responsible for the preparation of the other information. The other information comprises the information (included in the Management Discussion and Analysis) in the Board’s Report including Annexures to Board’s Report (Business Responsibility Report, Corporate Governance) and Shareholder’s Information, but does not include the Financial Statements and our auditor’s report thereon.

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

7. In connection with our audit of the Financial Statements, our responsibility is to read the other information identified above when it becomes available and in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

8. When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

9. The Company’s management and Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards (“Ind AS”) specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

10. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection of the appropriate accounting software for ensuring compliance with applicable laws and regulations including those related to retention of audit logs; 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.

11. In preparing the Financial Statements, the 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 the Management and Board of Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

12. The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

13. Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards of Auditing (“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.

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to Financial Statements 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 and Board of Directors.

• Conclude on the appropriateness of Management’s and Board of Directors’ use of the going concern basis of accounting in preparation of Financial Statements 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.

15. 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

16. 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.

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

Report on Other Legal and Regulatory Requirements

18. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

19. (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 account as required by law have been kept by the Company in electronic mode on servers physically located in India, so far as it appears from our examination of those books except for the matters stated in paragraph 19 B (f) below (on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014). The Management has represented to us that the process of taking daily backups is in place, however, we are unable to comment on the same due to absence of backup logs. Refer Note 56 to the Financial Statements

c) The balance sheet, the statement of profit and loss (including other comprehensive income) the statement of changes in equity and the statement of cash flows dealt with by this Report are in agreement with the books of account.

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

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

f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our reservation in paragraph 19(A)(b) above (on reporting under section 143(3)(b) of the Act) and paragraph 19(B)(f) below (on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended)).

g) With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this report.

(B) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, (as amended) in

our opinion and to the best of our information and according to the explanations given to us:

a) The Company has disclosed the impact of pending litigations as at 31 March 2024 on its financial position in its Financial Statements - Refer Note 42 to the financial statements.

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

c) On the basis of the declarations made to us by the management, which is relied upon by us, we report that there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

d) (i) The Management has represented that, to the best of their knowledge and belief, as disclosed in Note No: 53 (i) to the financial statements, no funds have been

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

(ii) The Management has also represented that, to the best of their knowledge and belief, as disclosed in Note No: 53 (i), to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, performed by us, nothing has come to our notice that has caused us to believe that the representations under paragraphs 19 (B) (d) (i) and 19 (B) (d) (ii) contain any material misstatement.

e) The company has not declared or paid any dividend during the year. Hence reporting in respect of compliance with section 123 of the Companies Act, is not applicable.

f) Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account, however, the feature of recording audit trail (edit log) facility has not been enabled. Consequently, we are unable to comment on audit trail feature of the said software. (Refer Note:56 of the Financial Statements).

(C) With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid/provided 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/provided to directors is within the limits laiddown under Section 197 of the Act.

For CSK PRABHU & CO Chartered Accountants Firm Regd No: 002485S MAHESH PRABHU

Place: Coimbatore Partner

Date : 29-05-2024 Membership number: 214194

UDIN: 24214194BKBGAB6954

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Mar 31, 2015

We have audited the accompanying financial statements of Sri Ramakrishna Mills (Coimbatore) Limited (‘the Company'), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Emphasis of Matters

The Company being an ineligible company to retain deposits including loans ought to have repaid all the deposits and loans before 31st March 2015. However, in respect of 8 parties, the Company is yet to repay loans to the extent of Rs 2,57,37,284/-.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

i) The Company has disclosed its pending litigations under note no 2 in additional disclosure- Note 27.

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

iii) Transferring of amount to the Investor Education and Protection Fund does not arise as the Company has not declared any dividend in the earlier years.

Annexure to the Independent Auditors' Report

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

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

b The company has physically verified fixed assets during the year in accordance with a regular and phased programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the company and nature of its assets. According to the information and explanations given to us no material discrepancies were noticed on such verification.

2 a As explained to us, inventories have been physically verified by the management at regular 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 according to the information and explanations given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification as compared to the book records.

3 The company, during the year, has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013, during the financial year. Hence, Clause (b) and (c) is not applicable.

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

5 The Company being an ineligible Company to retain deposits and loans ought to have repaid all fixed deposits and loans before 31st March 2015. Although the Company repaid all the fixed deposits before 31st March 2015, yet has not repaid 8 loans to the extent of Rs 2,57,37,284/-.

6 We have broadly reviewed the cost records maintained by the company specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, as applicable to the company, and are of the opinion that prima facie the specified 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.

7 a According to the information and explanations given to us and on the basis of our examination of the records of the Company, subject to (ii) stated below, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

According to the information and explanation given to us, the undisputed arrears of statutory dues which were outstanding as at 31st March 2015 for a period of more than Six months from the date they became payable are as follows:

Nature of Statute Amount Year to which it relates

Income tax 17 13 585 A.Y 2010-11

b According to the information and explanations given to us, the statutory dues which have not been deposited on account of dispute are as follows:

Name of the Nature of the Dues Amount [Rs.] Statute (in lakhs)

TNGST Addl. Sales tax 7.43

TNGST Sales tax 54.59

TNGST Sales tax 89.37

TNGST* Sales Tax 61.66*

TNGST TNGST, AST 121.97

Customs Customs duty on Cotton 8.26

APEB Fuel Surcharge adjustment 3.20

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

TNGST A.Y2004-05 to A.Y.2006-07 Madras High Court

TNGST A.Y.1995-96 Madras High Court

TNGST A.Y.1999-00 Madras High Court

TNGST* A.Y.1998-99 Madras High Court

TNGST A.Y.2000-01 Madras High Court

Customs A.Y.2003-04 Madras High Court

APEB July 2012 and November 2012 AP High Court

* [Rs.31 lakhs, since paid]

c Transferring of amount to the Investor Education and Protection Fund does not arise as the Company has not declared any dividend in the earlier years.

8 The Company has accumulated losses amounting to Rs. 13,50,08,056/- as at 31st March 2015. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

9 In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to any of the banks.

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

11 In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

12 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year that causes the financial statements to be materially misstated.

For M.S. Jagannathan and Visvanathan Chartered Accountants Firm Regd No: 001209 S

M.V. JEGANATHAN Place: Coimbatore Partner Date : 28-05-2015 M. No. 214178

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Mar 31, 2014

1 We have audited the accompanying financial statements of SRI RAMAKRISHNA MILLS [COIMBATORE] LIMITEDwhich comprise the Balance Sheet as at 31 March 2014, the Statement of Profit and Loss and the Cash Flow St atement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Account -ing Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ( the Act ) read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal 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:

3. 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.

4. 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 the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

6. 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 confor mity 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 March 2014;

(ii) In the case of the Statement of P rofit and Loss, of the LOSS for the year ended on that date) and

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

Report on Other Legal and Regulatory Requirements:

7. As required by the Companies (Auditor s Report) Order, 2003 (" the Order ), as amended, 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.

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

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

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

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

d. In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and

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

The Annexure referred to in paragraph 7 of our report of even date to the members of M/s SRI RAMAKRISHNA MILLS (CBE) LIMITED('' the Company ) for the year ended 31st March 2014:

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

b The fixed assets have been physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year. Dis crepancies noticed on such physical verification were not material and have been properly dealt with in books of accounts.

c There were no sale of substantial part of fixed assets during the year and hence the going concern of the company is not affected.

ii) a Physical verification of Inventory [excluding stocks with third parties] has been conducted at reasonable intervals by the Management. In respect of inventory lying with third parties, these have substanti -ally been confirmed by them. In our opinion, the frequency of verific -ation is reasonable.

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 and discrepancies noticed on physical verification of inventories as compared to book records were not material and have been appropriately dealt with.

iii) a During the year, the Company has not granted any loans, secured or unsecured to parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence sub clauses b, c & d of clause (iii) are not applicable

b During the year, the company has taken unsecured loans amounting to Rs.5,03,56,122/- from two parties covered in the register maintained under section 301 of the Act .

c The rate of interest and other terms and conditions of the unsecured loans taken are not prima facie prejudicial to the interest of the company.

iv) a In our opinion and according to the explanation and information given to us, there are adequate internal control procedures commensur -ate with the size of the Company and the nature of the business for the purchase of inventory and fixed assets and for the sale of goods.

b During the course of our Audit no major weakness has been noticed in the internal controls.

v) a The transactions made in pursuance of contracts or arrangements, that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been recorded in the register maintained for the purpose.

b In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, have been made at prices which are reasonable having regard to the Prevailing Market prices at the relevant time other than for conversion charges received amounting to Rs.35,29,825/- (Net) for which no comparable market prices were available and are considered to be of special nature as explained by the management of the Company.

vi) In our opinion and according to the information and explanations given to us the company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies [Acceptance of Deposits] Rules 1975 with regard to the deposits accepted from the public. No order has been passed by the National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vii) In our opinion and according to the information and explanations given to us, the internal audit was carried out by an external Chartered Accountant and is commensurate with the size of the company and the nature of its business.

viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1) (d) of the companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix) a According to the information and explanation given to us and records examined by us, the company Subject tO (b) stated belowis regular in depositing undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Value Added Tax, Wealth Tax, Service Tax and any other statutory dues with the appropriate authorities. b According to the information and explanation given to us, the undisputed arrears of statutory dues which were outstanding as at 31st March 2014 for a period of more than Six months from the date they became payable are as follows:

Name of the Statute Amount Period to which the

Income tax 13,00,000/- A.Y 2010-2011

c According to the information and explanations given to us, the statutory dues which have not been deposited on account of dispute are as follows:

Name of Nature of the Amount Period to which the Statute Dues (in lakhs) the amount relates

TNGST Addl.Sales tax 7.43 A.Y2004-05 to A.Y2006-07

TNGST Sales tax 54.59 A.Y 1995-96

TNGST Sales tax 89.37 A.Y 1999-00

TNGST* Sales Tax 61.66* A.Y 1998-99

TNGST TNGST, AST 121.97 A.Y2000-01

Customs Customs duty 8.26 A.Y2003-04 on Cotton

APEB Fuel Surcharge 3.20 July 2012 and adjustment November 2012

Name of the Statue Formate dispute is pending

TNGST Madras High Court

TNGST Madras High Court

TNGST Madras High Court

TNGST Madras High Court

TNGST Madras High Court

Customs Madras High Court

APEB AP High Court

x) The company has accumulated loss of Rs.9,75,29,199/- for the year ended 31st March 2014 and it has incurred cash losses both during the current financial year and in the immediately preceding financial year.

xi) In our opinion and according to the information and explanation given to us the company has not defaulted in repayment of dues to any of the banks.

xii) During the year, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion the company is not a chit fund or a nidhi / mutual benefit/society. Therefore, c lause 4(xiii) of the Companies (Auditors Report) order 2003 is not applicable to the Company.

xiv) In our opinion and according to the information and explanation given to us, the Company is not dealing or trading in Shares, Securities, debentures and other Investments.

xv) In our opinion and according to the information and explanation given to us, the company, during the year has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

xvii) According to the information and explanation given to us and on an overall examination of the Balance sheet of the company, we report thatfunds raised on

short term basis to the extent of Rs 5,22,33,094/- have been used for long-term

xviii) The Company has not made any preferential allotment of shares during the year to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix) The C ompany has not issued any debentures during the financial year and hence creation of security in respect thereof does not arise.

xx) The C ompany has not raised any money through a public issue during the year.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our Audit.

For M.S.Jagannathan & Visvanathan Chartered Accountants Firm R egistration No. 001209S Place! Coimbatore (sd.) M.J.VIJAYARAGHAVAN Date ! 14.08.2014 Partner M.No.7534

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Mar 31, 2013

Report on the Financial Statements:

We have audited the accompanying financial statements of SRI RAMAKRISHNA MILLS [COIMBATORE] LIMITED which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

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 in''ernal 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 auditor1 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 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:

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

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

(iii) In the case of the 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, 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 our audit;

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Row Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

e. On the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 SRI RAMAKRISHNA MILLS [COIMBATORE] UMITED for the year ended 31 March 2013. We report that: i) a The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. b The fixed assets have been physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year discrepancies noticed on such physical verification were not material and have been properly dealt with in books of accounts. c There were no sale of substantial part of fixed assets during the year and hence the going concern of the company is not affected. ii) a Physical verification of Inventory [excluding stocks with third parties] has been conducted at reasonable intervals by the Management. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable. 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 and discrepancies noticed on physical verification of inventories as compared to book records were not material and have been appropriately dealt with. iii) a During the year, the Company has not granted any loans, secured or unsecured to parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence sub clauses b, c & d of clause (iii) are not applicable b During the year, the company has taken unsecured loans amounting to Rs.33,44,451/- from one party covered in the register maintained under section 301 of the Act. c The rate of interest and other terms and conditions of the unsecured loans taken are not prima facie prejudicial to the interest of the company. iv) a In our opinion and according to the explanation and information given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business for the purchase of inventory and fixed assets and for the sale of goods. b During the course of our Audit no major weakness has been noticed in the internal controls. v) a The transactions made in pursuance of contracts or arrangements, that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been recorded in the register maintained for the purpose b In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, have been made at prices which are reasonable having regard to the Prevailing Market prices at the relevant time other than for conversion charges paid amounting to Rs.80,45,320/- (Net) for which no comparable market prices were available and are considered to be of special nature as explained by the management of the Company. vi) In our opinion and according to the information and explanations given to us the company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies [Acceptance of Deposits] Rules 1975 with regard to the deposits accepted from the public. No order has been passed by the National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. vii) In our opinion and according to the information and explanations given to us, the internal audit was carried out by an externa] Chartered Accountant and is commensurate with the size of the company and the nature of its business. viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1) (d) of the companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. ix) a According to the information and explanation given to us and records examined by us, the company subject to (b) stated below is regular in

depositing undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Value Added Tax, Wealth Tax, Service Tax and any other statutory dues with the appropriate authorities. b According to the information and explanation given to us, the undisputed arrears of statutory dues which were outstanding as at 31st March 2013 for a period of more than six months from the date they became payable are as follows:

Name of the Statute Amount Period to which the

(Rs.) amount relates

The Income tax Act, 1961 17,13,585 A.Y2010-2011

x) The company has accumulated loss of Rs.625,24,472 /- for the year ended 31st March 2013 and it has incurred cash losses both during the current financial year and in the immediately preceding financial year.

xi) In our opinion and according to the information and explanation given to us the company has not defaulted in repayment of dues to any of the banks.

xii) During the year, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv) In our opinion and according to the information and explanation given to us, the Company is not dealing or trading in Shares, Securities, debentures and other Investments.

xv) In our opinion and according to the information and explanation given to us, the company, during the year has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

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

xviii) The Company has not made any preferential allotment of shares during the year to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures during the financial year and hence creation of security in respect thereof does not arise.

xx) The Company has not raised any money through a public issue during the year.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our Audit. For M S Jagannathan & Visvanathan

Chartered Accountants

Firm Regd. No. 001209S

(Sd/-)

M J Vrjayaraghavan Coimbatore

Partner

30.05.2013 M No 7534

---

Mar 31, 2012

1) We have audited the attached balance sheet of SRI RAMAKRISHNA MILLS (COIMBATORE) LIMITED as at 31st March, 2012 and Statement of Profit and Loss for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3) As required by the Companies (Auditors' Report) Order, 2003, and as amended by the Companies (Auditors' Report) Amendment order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

e) On the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors are 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 on that said date.;

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

a) In the case of Balance sheet, of the state of affairs of the company as at 31st March 2012.

b) In the case of Statement of Profit and Loss, of the Loss for the year ended on that date

c) In the case of the Cash Flow statement, of the cash flows for the year ended on that date

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

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

b. The fixed assets have been physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year discrepancies noticed on such physical verification were not material and have been properly dealt with in books of accounts.

c. There were no sale of substantial part of fixed assets during the year and hence the going concern of the company is not affected.

ii) a. Physical verification of Inventory (excluding stocks with third parties) has been conducted at reasonable intervals by the Management. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

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) c. The company has maintained proper records of inventory and discrepancies noticed on physical verification of inventories as compared to book records were not material and have been appropriately dealt with. During the year, the company has neither granted nor taken any loans, secured or unsecured from or to parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence sub clauses b, c & d of clause (iii) are not applicable.

iv) a. In our opinion and according to the explanation and information given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business for the purchase of inventory and fixed assets and for the sale of goods.

b. During the course of our Audit no major weakness has been noticed in the internal controls.

v) a. The transactions made in pursuance of contracts or arrangements, that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been recorded in the register maintained for the purpose

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time other than for conversion charges paid amounting to Rs. 1,93,28,907/- (Net) for which no comparable market prices were available and are considered to be of special nature as explained by the management of the Company.

vi) In our opinion and according to the information and explanations given to us the company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 with regard to the deposits accepted from the public. No order has been passed by the National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vii) In our opinion and according to the information and explanations given to us, the internal audit was carried out by an external Chartered Accountant and is commensurate with the size of the company and the nature of its business.

viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1) (d) of the companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix) a According to the information and explanations given to us and records examined by us, the company subject to (b) stated below is regular in depositing undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Value Added Tax, Wealth Tax, Service Tax and any other statutory dues with the appropriate authorities.

b. According to the information and explanation given to us, the undisputed arrears of statutory dues which were outstanding as at 31st March 2012 for a period of more than six months from the date they became payable are as follows: Name of the Amount Period to which the Statute (Rs.) amount relates

Income tax 57,63,387 A.Y 2010-2011

c. According to the information and explanations given to us, the statutory dues which have not been deposited on account of dispute are as follows:

Name of Nature of Amount Period to Forum where Statute Dues (Rs. In which the dispute is crore) amount pending relates

TNGST Addl. 7.43 A.Y.2004-05 Madras High Court Sales tax to 2006-07

TNGST Sales tax 54.59 A.Y. 1995-96 Madras High Court TNGST Sales tax 89.37 A.Y 1999-00 Madras High Court

TNGST* Sales Tax 61.66* A.Y.1998-99 Madras High Court

TNGST TNGST, AST 121.97 F.Y.2000-01 Madras High Court

Customs Customs duty on Cotton 8.26 F.Y.2003-04 Madras High Court

*(Rs. 31 lakhs, since paid)

x) The Company has accumulated loss of Rs. 3,54,78,715/- for the year ended 31st March 2012 and it has incurred cash loss for the above year. However, in the immediately preceding Financial Year, there was no cash loss.

xi) In our opinion and according to the information and explanation given to us the company has not defaulted in repayment of dues to any of the banks.

xii) During the year, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion the company is not a chit fund or a nidhi/mutual benefit/society. Therefore, clause 4(xiii) of the Companies (Auditors' Report) order 2003 is not applicable to the Company.

xiv) In our opinion and according to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other Investments.

xv) In our opinion and according to the information and explanation given to us, the company, during the year has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

xvii) According to the information and explanation given to us and on an overall examination of the Balance sheet of the company, we report that short term funds amounting to Rs. 2.94 crores have been used for long term application.

xviii) The Company has not made any preferential allotment of shares during the year to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures during the financial year and hence creation of security in respect thereof does not arise.

xx) The Company has not raised any money through a public issue during the year.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our Audit.



For M. S. Jagannathan & Visvanathan Chartered Accountants Firm Regd. No. 001209S

(Sd.) M. J. Vijayaraghavan Partner M. No. 7534

Coimbatore 13.08.2012

---

Mar 31, 2011

1) We have audited the attached balance sheet of SRI RAMAKRISHNA MILLS [COIMBATORE] LIMITED as at 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. 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.

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

3) As required by the Companies [ Auditors Report] Order, 2003, and as amended by the Companies (Auditors Report) Amendment order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

c) The Balance Sheet, Profit and Loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow statement dealt with by this report comply with accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

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

a) In the case of Balance sheet, of the state of affairs of the company as at 31st March 2011.

b) In the case of Profit and Loss account, of the Profit for the year ended on that date

c) In the case of the cash flow statement, of the cash flows for the year ended on that date

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

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

b The fixed assets have been physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year. Discrepancies noticed on such physical verification were not material and have been properly dealt with in books of accounts.

c There were no sale of substantial part of fixed assets during the year and hence the going concern of the company is not affected.

ii) a Physical verification of Inventory [excluding stocks with third parties] has been conducted at reasonable intervals by the Management. In respect of inventory lying with third parties. These have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

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 and discrepancies noticed on physical verification of inventories as compared to book records were not material and have been appropriately dealt with.

iii) a During the year, the Company has not granted any loans, secured or unsecured to parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence sub clauses b, c & d of clause (iii) are not applicable

b During the year, the company has taken unsecured loans in the nature of trade deposit amounting to Rs.2.00 Crore from one party covered in the register maintained under section 301 of the Act and the maximum amount outstanding as on the date is Rs.6.02 Crores.

c The rate of interest and other terms and conditions of the unsecured loans taken are not prima facie prejudicial to the interest of the company.

d There are no overdue principal and interest on loans taken from parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

iv) a In our opinion and according to the explanation and information given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business for the purchase of inventory and fixed assets and for the sale of goods.

b During the course of our Audit no major weakness has been noticed in the internal controls.

v) a The transactions made in pursuance of contracts or arrangements, that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been recorded in the register maintained for the purpose

b In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, have been made at prices which are reasonable having regard to the Prevailing Market prices at the relevant time other than for conversion charges paid amounting to Rs.4,05,54,795/- (Net) for which no comparable market prices were available and are considered to be of special nature as explained by the management of the Company.

vi) In our opinion and according to the information and explanations given to us the company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies [Acceptance of Deposits] Rules 1975 with regard to the deposits accepted from the public. No order has been passed by the National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vii) In our opinion and according to the information and explanations given to us, the internal audit was carried out by an external Chartered Accountant and is commensurate with the size of the company and the nature of its business.

viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1) (d) of the companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix) a. According to the information and explanation given to us and records examined by us, the company subject to (b) stated below is regular in depositing undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Value Added Tax, Wealth Tax, Service Tax and any other statutory dues with the appropriate authorities.

b. According to the information and explanation given to us, the undisputed arrears of statutory dues which were outstanding as at 31st March 2011 for a period of more than Six months from the date they became payable are as follows:

Name of the Statute Amount Period to which the (Rs.) amount relates

Income tax 1,14,84,366 A.Y. 2010-2011

c. According to the information and explanations given to us, the statutory dues which have not been deposited on account of dispute are as follows:

x) The company does not have any accumulated losses as at 31st March 2011. The company has not incurred any cash losses during the financial year covered by

Name of Nature of Amount Period to Forum where the the dues (Rs. in which the dispute is statue lakhs) amount pending relates

TNGST Addl. Sales tax 7.43 A.Y.2004-05 Madras High Court to 2006-07

TNGST Sales tax 54.59 A.Y.1995-96 Madras High Court

TNGST Sales tax 89.37 A.Y.1999-00 Madras High Court

TNGST* Sales Tax 61.66* A.Y.1998-99 Madras High Court

TNGST TNGST, AST 121.97 F.Y.2000-01 Madras High Court

Customs Customs duty on Cotton 8.26 F.Y.2003-04 Madras High Court

*(Rs.31 lakhs, since paid)

our audit and in the immediately preceding financial year.

xi) In our opinion and according to the information and explanation given to us the company has not defaulted in repayment of dues to any of the banks.

xii) During the year, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv) In our opinion and according to the information and explanation given to us, the Company is not dealing or trading in Shares, Securities, debentures and other Investments.

xv) In our opinion and according to the information and explanation given to us, the company, during the year has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

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

xviii) The Company has not made any preferential allotment of shares during the year to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures during the financial year and hence creation of security in respect thereof does not arise.

xx) The Company has not raised any money through a public issue during the year.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our Audit.

For M S Jagannathan & Visvanathan Chartered Accountants Firm Regd. No. 001209S (Sd.) M J Vijayaraaghavan Partner M No.7534

Coimbatore 30.05.2011

---

Mar 31, 2010

1. We have audited the attached balance sheet of SRI RAMAKRISHNA MILLS [COIMBATORE] LIMITED as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. 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.

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

3. As required by the Companies [Auditors Report] Order, 2003, and as amended by the Companies (Auditors Report) Amendment order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

c) The Balance Sheet, Profit and Loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss account and cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st 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 on that said date.;

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

a. In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2010

b. In the case of Profit and Loss account, 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;

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

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

b) The fixed assets have been physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the period and discrepancies noticed on such physical verification were not material and have been properly dealt with in books of Accounts.

c) There were no disposal of substantial part of fixed assets during the period and hence the going concern status of the Company is not affected.

ii) a) Physical verification of Inventory [excluding stocks with third parties] has been conducted at reasonable intervals by the Management. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

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 and discrepancies noticed on physical verification of inventories as compared to book records were not material and have been appropriately dealt with.

iii) The company has neither granted nor taken any loans, secured or unsecured to firms, Companies or other parties covered in the register maintained under section 301 and hence sub clauses b, c & d of clause (iii) are not applicable.

iv) a) In our opinion and according to the explanation and information given to us there is adequate internal control system commensurate with the size of the Company and the nature of the business for the purchase of inventory and fixed assets and for the sale of goods.

b) During the course of our Audit no major weakness has been noticed in the internal controls.

v) a) The transactions made in pursuance of contracts or arrangements, that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been recorded in the register maintained for the purpose.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time other than for conversion charges amounting to Rs.4,49,61,104/- (Net) for which no comparable market prices were available and are considered to be of special nature as explained by the management of the Company.

vi) The Company during the period has not accepted any deposit from the public and hence provisions of section 58A of the Companies Act, 1956 and the companies (Acceptance of Deposits) Rules 1975 are not applicable.

vii) On the basis of Internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of Internal Audit functions carried by a Chartered Accountant appointed by the Management is commensurate with the size of the Company and the nature of its business.

viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix) a) According to the information and explanations given to us and records examined by us , the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income- tax, Wealth tax, Service tax and any other statutory dues with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March 2010 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, the statutory dues which have not been deposited on account of dispute are as follows:



Name Amount Period to

Nature of Forum where

of the Rs. in which the the Dues dispute is pending

Statute lakhs) amount relates

TNGST Addl. Sales tax 7.43 A.Y.2004-05 Madras High Court

to 2006-07

TNGST Sales tax 54.59 A.Y.1995-96 Madras High Court

TNGST Sales tax 89.37 A.Y.1999-00 Madras High Court

TNGST Sales Tax 61.66 * A.Y.1998-99 Madras High Court

TNGST TNGST, AST 121.97 A.Y.2000-01 Madras High Court Customs Customs duty

on Cotton 8.26 A.Y.2003-04 Madras High Court

-(Rs.31 lakhs, since paid)



x) The Company has accumulated losses of Rs. 1.02 crores as at 31st March 2010 . The Company has not incurred cash losses during the year covered by our audit but has incurred cash losses in the immediately preceding financial year.

xi) According to the information and explanation given to us and on the basis of records examined by us, the Company has during the period not defaulted in repayment of loans to Bank.

xii) During the period, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv) In our opinion and according to the information and explanation given to us, the Company is not dealing or trading in Shares, Securities, debentures and other Investments.

xv) In our opinion and according to the information and explanation given to us, the company, during the period has not given any guarantee for loans taken by others from banks or financial Institutions.

xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the Balance sheet of the company, we report that the funds raised on short term basis amounting Rs. 491.92 lakhs have been used for long-term investment.

x v iii) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

xix) The company has not issued any debentures during the period and hence creation of security in respect of debentures does not arise.

xx) The company has not raised any money through a public issue during the period.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For M S Jagannathan & Visvanathan

Chartered Accountants

Firm Regd. No. 001209S

(Sd.) M J Vijayaraghavan

Partner

M No.7534

Coimbatore 28.06.2010