Andhra Pradesh Tanneries Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2024

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

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required
and give a true and fair view in conformity with the Indian Accounting Standards prescribed u/s 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^st March 2024, its loss and total comprehensive
expense, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1(1)(ii) in these financial statements, which indicates that the Company has incurred a net
loss of Rs. 27.13 lakhs during the year ended 31st March 2024 and as of that date, the Company’s net worth is fully
eroded and has negative net worth of Rs. 1,257.54 lakhs. These events and conditions, along with other matters as
set forth in Note 1 indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability
to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. Except for the matter described in the Material Uncertainty Related to Going Concern section, no other Key
Audit Matter needs to be addressed in our report.

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

The Company’s 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, Board’s Report including Annexures
to Board’s Report, and Shareholder’s Information, but does not include the financial statements and our auditor’s
report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management for the standalone financial statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance
with the Ind AS and other accounting principles generally accepted in India, including the Accounting Standards
specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding 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 standalone financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

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

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

Auditor’s responsibilities for the audit of the Standalone Financial Statements

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

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

• Identify and assess the risks of material misstatement of the standalone 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 system in place and the operating
effectiveness of such controls.

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

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

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

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of
audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the
standalone financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period 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.

Other Matter

The financial statements for the year ended 31st March, 2023 was audited by another auditor, vide their audit report
dated 25th May 2023, whose report has been furnished to us by the management and which has been relied upon by
us for the purpose of our audit of the financial statements. Our opinion is not modified in respect of this matter.

Report on legal and other regulatory requirements

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

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

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

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

(c) the Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, Statement of
Changes in Equity and Cash Flow Statement dealt with by this Report are in agreement with the books of
account;

(d) in our opinion the aforesaid standalone financial statements comply with the Ind AS 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^st March 2024, and taken on
record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2024 from being
appointed as a director, in terms of Section 164 (2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and
operating effectiveness of such controls, refer to our separate report in Annexure B;

(g) With respect to the other matter to be included in the Auditor’s Report in accordance with the requirements
of section 197(16) of the Act :

In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with the provisions of
section 197 of the Act.

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

(i) the Company has disclosed the impact on pending litigations on its financial position in its standalone
financial statements;

(ii) the Company did not have any long term contracts including derivative contracts for which there were
any material foreseeable losses;

(iii) No amounts were required to be transferred to the Investor Education and Protection Fund by the
Company.

(iv) (a) The management has represented that, to the best of it’s knowledge and belief, no funds (which

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

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

(c) Based on the audit procedures that we have considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under subclause (a) and (b) above, contain any material mis-statement.

(v) The Company has not declared any dividend during the year;

(vi) Based on our examination which included test checks, the Company has not used accounting software
for maintaining its books of account for the financial year ended 31^st March, 2024 which has a feature
of recording audit trail (edit log) facility.

For Bhogilal C. Shah & Co.

Chartered Accountants
Firm’s registration No. 101424W
Suril Shah
Partner

Membership No. 42710
UDIN : 24042710BKGWMR4013

Mumbai, 29^th May, 2024

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Mar 31, 2010

We have audited the attached Balance Sheet of M/S. Andhra Pradesh Tanneries Limited as at 31st March 2010 and also the profit and loss Account for the year ended on that date annexed thereto. financial statements are the responsibility of the Company's Management. our Responsibility is to express an onion on these statements based on our audit.

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

2. We have obtained a„ the information and expiations, which the best of' our knowledge and belief were necessary for the purpose of our Audit.

3. in our opinion the Company has kept proper books of Accounts as required by Law so far, as it appears from our examination of the books.

4.The Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of Accounts.

5.In our opinion the Balance Sheet, and Profit and Loss Account deal, with by was report is compliance the Accounting Standards referred to in Section 211<3C> of the Companies Act, 1956 except for non provision of Gratuity and Leave Encashment as stated in Note No. 14 & 18 respectively in schedule 14

6. On the basis of the confirmations received from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31.03.2007 from being appointed as Directors of the Company under Section 274(1) of the Act.

Reference is invited to the following notes on accounts under notes on accounts under schedule 14.

a) Notes on accounts No. 4 A No. 11 regarding non confirmation of Sundry Debtors Loan and Advances for non operative bank accounts, Sundry Creditors and Other liabilities and the consequent extent of reliability.

b} Notes on accounts No. 14 for Non provision of gratuity and Notes No, 18 for Leave encashment

c) The inventory valuation in respect of Work in Process and Finished goods are taken as per the valuation of 31.03.04. Since the same stocks are continuing during the year as per item no. 5 on notes on accounts.

We are unable to express our opinion on the impact on financial statements and loss for the year in respect of matters stated in Para above.

7. In our opinion, and to the best of our Information and according to the explanations given to us, the annexed accounts together with notes given the information required by the Companies Act, 1956, (as amended) in the manner so required and give a true and fair view

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

b) in the case of the Profit and Loss Account of the ,OSS for the year ended on that date.

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

Statement on the Companies (Auditors Report! Amendment Order 2004.

Annexure

Re. Andhra Pradesh Tanneries Limited.

As required by the Revised Companies (Auditor^ Report) order 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks we consider appropriate, we further state that:

I) In respect of Fixed Assets.

a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information. But the registers are not yet updated.

b) As explained to us, the fixed Assets have been physically verified by the management at the end of year, which in our opinion is reasonable, having regard to the size of the company and nature of the Assets No material discrepancies were noticed on such verification.

c) In out opinion the company has not disposed substantial part of fixed assets during the year and going concern status of company has not effected.

ii) In respect of its Inventory.

a) As explained to us, Inventories have been physically verified by management at regular intervals during the year.

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

c) The company maintained Proper records of inventory. As explained to us they were no material discrepancies noticed on physical verification of inventory as compared to books of accounts.

iii) In respect of Loans Secured / Unsecured grant or taken by Companies to / from Companies, firms or other parties covered in Register maintained U/s 301 n of the Companies Act 1956.

a) The company has not granted but has taken unsecured loan from Bambolli Holdings Pvt. Limited, Mumbai of Rs.8,17,43,003/- balance outstanding as on 31.03.2010.

b) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and terms and conditions are not prima facie prejudicial to the interest of the company.

c) During the year no loans granted by company to any party or taken any loan from any parties covered under register maintained under section 301 of Companies Act.

d) There are no loans granted, during the year. Hence the clause is not applicable.

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

v) In respect of transactions covered u/s 301 of the Companies Act 1956.

a) In our opinion and according to the information and explanations given to us, there are no transactions made in the pursuance of contracts that need to be entered in the register maintained u/s 301 of the Companies Act 1956.

b) In our opinion and according to the information and explanations given to us there are not transaction in the pursuance of contract or agreement that need to be entered in the register maintained u/s 301 of the Companies Act 1956 given during the year-

vi) Based on Scrutiny of the Company's records and according to the information and explanation provided by the management in our opinion, the company has not accepted any public Deposits so far up to 31.03.2010.

vii) The company has no Internal Audit System and the Company has not appointed any Internal) Auditors for the company.

viii) The Central Government has not prescribed malignances of cost records u/s 209(1 )(d) of the Companies Act, 1956 The clause is not applicable.

ix) In respect of Statutory Dues:

a) According to records of the Company undisputed statutory due including P.F.L.E.P Fund ESI, Income Tax, Sales Tax, Wealth Tax, Custom Duty Cess and other Statutory Dues have generally / regularly deposited with appropriate authorities, According to the information and explanations given to us there are no undisputed amounts payable in respect of statutory:-

b) dues which have remained outstanding as on 31.03.2010 for a period of more than six months from the date they became payable except in the following :-

N.A.LA - Rs.343536/-

c) The disputed statutory dues aggregating that have not deposited on account of matters pending before appropriate authorities as under :-

Sr. Name of statute Nature of the Dues Forum Where dispute is Amount (Rs,) No. Pending

1. CST ACT CST Sales Tax Appellate 11,88,000 Tribunal Hyderabad However the Company has paid Rs. 800000/- IN The month March 2004

2. Income Tax Act Income Tax A Y Commissioner of 2,25,172 1961 2007-08 Income Tax (Appeals)

x) The company has accumulated losses and has incurred cash losses during the financial year and immediately preceding such financial year exceeding 100% of the ' net worth of the company.

xi) In respect of defaults in repayment of loans to Bank / Financial Institutions during the year the company has not taken any Terms Loans.

xii) In our opinion and according to the information and explanations given to us, no Loans and Advances have been granted by the company, en basis of security by way of pledge of shares, debentures and other securities.

xiii) In howler opinion, the company is not chit fund or nithi / mutual benefit fund / society/ therefore clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

xiv) As per the records of the company and information and explanations given to us by the management company is not dealing or trading in shares, securities an debentures and other investments.

xv) The Company has not given any guarantee for loan taken by other from Bank or financial institution.

xvi) The company has not raised new term loan during the year. There are no Term Loans outstanding at the beginning of the year.

xvii) During the year the Company has not raised any funds for Short Term Loan.

For J. L. BHATT & CO

CHARTERED ACCOUNTANTS

YOGESH J. BHATT

PARTNER

M.No.30170

Place: Mumbai

Date: 27th August 2010

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Mar 31, 2009

We have audited the attached Balance Sheet of M/S. Andhra Pradesh Tanneries Limited as at 31st March 2009 and also the profit and loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our Responsibility is to express an opinion on these financial statements based on our audit

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

2. 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.

3. In our opinion the Company has kept proper books of Accounts as required by Law so far; as it appears from our examination of the books.

4. The Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of Accounts

5. In our opinion the Balance Slit Profit and Loss Account de It with by this report is in compliance with the According Standards referred to in Section 211(30) of the Companies Act, 1956 except for non provision of Gratuity and Leave Encashment as stated in Note No. 15 & 19 respectively in schedule 14

6- On the basis of the confirmations received from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31.03.2007 from being appointed as Directors of the Company under Section 274(1 )(g) of the Act. Reference is invited to the following notes on accounts under notes or, accounts under schedule 14.

a} Notes on accounts No. 4 & No. 12 regarding non confirmation of Sundry Debtors, Lczr. and Advances for non operative bank accounts, Sundry Creditors and Other liabilities and the consequent extent of reliability.

b) Notes on accounts No. 15 for Non provision of gratuity and Notes Nn. 19 for Leave encashment.

c) the inventory valuation in respect of Work in Process and Finished goods are taken as per the valuation of 31.03.04. Since the same stocks are continuing during the year as per item no. 5 on notes on accounts.

We are unable to express our opinion on the impact on financial statements and loss for the year in respect of matters stated in Para above

In our opinion, and to the best of our information and according to the explanations given to us, the annexed accounts together with notes given the information required by the Companies Act, 1956, (as amended) in the manner so required and give a true and fair view.

a) in the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2009; and

b) In the case of the Profit and Loss Account of the loss for the year ended on that date.

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

Statement on the companies (Auditor Report) Amendment Order 2004 Re. Andra Pradesh Tanneries Limited

As required by the Revised companies (Auditor's Report) order 2004 issued by the central Government of India in terms of sub section (4A) section 227 of the companies Act, 1956 and the basis of such cheeks we consider appropriate we further state that.

i) Inn respect of fixed Assets.

a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information But the register are not yet updated.

b) As explained to us, the fixed Assets have been physically verified by the management at the end of year, which in our opinion is reasonable, having regard to the size of the company and nature of the Assets No Material discrepancies were noticed on such verification.

c) In our opinion the company has not disposed substantial part of fixed assets during the year and going concern status of company has not effected

ii) In respect of its Inventory

a) As explained to us, Inventories have been physically verified by management at regular intervals during the year.

b) On our opinion and according to information explanations given to us, the procedure of the physical verification to sixes of the company and nature of its business.

c) The company maintained proper records of inventory as explained to us they were no material discrepancies noticed on physical verification inventory as compared to books of accounts.

iii) In respect of Loans Secured Unsecured grant or taken by companies to from Companies Firm or other parties covered in register maintained U/s 301 of the companies Act, 1956.

a) The company has not grated but has taken unsecured loan from bambolli Jolding Pvt Limited Mumbai of Rs.3,97,93,303/- balance outstanding as on 31.03.2009

b) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and terms and condition are not prima facie prejudicial to the interest of the company.

c)During the year no loans granted by company to any or taken any loans from any parties covered under register maintained under section 301 of companies Act,

d) There are no loans granted outing the year Hence the clause is not applicable.

e) During the year the company has not taken any loans secured and unsecured from the company firms other parties covered by in the register maintained under section 301 of the Act.

f) In our opinion and according to the information and explanations given to us the rate of interest wherever applicable and terms and condition are not prejudicial to the interest of the company.

g)The company has not taken any loan by way of secured unsecured However the clause ins not applicable.

iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with size of the company and its nature of business for the purchase of inventory fixed assets and also of goods. During the course of audit we have not observed any major weakness internal controls..

v) In respect of transaction covered u/s 301 of the companies

a) in our opinion and according to the information and explanation given to us, there are no transactions made in the pursuance of contract that need to be entered in the register maintained u/s 301 of the companies Act, 1956.

b) In our opinion and according to the information and explanation given to us there are not transaction in the pursuance of contract or agreement that need to be ended in the register maintained u/s 301 of the companies Act, 1956 given during the year for Rs.5.00 laks (Rs. Five Lacs) or more in respect of any party.

vi) Based on scrutiny of the company records and according to the information and explanation provided by the management in our opinion the company has not accepted any public deposits so far up by 31.03.2009.

vii) The company has no internal audit system and the company has not appointment any internal Auditors for the company.

viii) The central Government has not prescribed malignances of cost records u/s 209 of the companies Act, 1956 the Clause is not applicable.

ix) In respect of statutory Dues

a) According to recodes of the company undisputed statutory due including P.E.L.P Fund ESI, Income Tax Sales Tax Wealth Tax, Custom Duty Cess and other statuary Dues have generally regularly deposited with appropriate authorities According to the information and explanations given too us there are no undisputed amounts payable in respect of statutory.

b) dues which have remained outstanding as on 31.03.2009 for a period of more than six months from the date they became payable expect in the following.

c) The disputed statutory dues aggregating that have not deposited on account of matters pending before appropriate authorities as under:-

Sr. Name of statute Nature of the Dues Forum Where Dispute is Amount No. pending

1. CST ACT CST Sales Tax Appellate 11.88.000 Tribunai Hyderbad However th Company has paid Rs.800000/- in the Month March 2004 X) The company has accumulated losses and has incurred cash losses during the financial year and immediately preceding such financial exceeding 100% of the net worth of the company.

xi) Inn respect of defaults in repayment of loans to banks financial Institution during the year the company has not taken any terms Loans.

xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company on basis of security by way of pledge of shares debentures and other securities.

xiii) In our opinion the company is not chit fund or nithi mutual benefit society therefore clause 49xii) of the companies (Auditors Report) Order 2003 is not applicable to the company.

xiv)As per the records of the company and information and explanations given to us by the management company is not dealing or trading inn shares, securities and debentures and other investments.

xv) The company has not given any guarantee for loan takeb by other from Bank or financial Institution.

xvi) The company has not raised new term loan during the year. There are no Term Loans outstanding at the beginning of the year.

xvii) During the year the company has not raised any funds for short term Loan

For J.L BHATT & CO

CHARTERED ACCOUNTS YOGESH J. BHATT

PARTNER

M.NO.30170

Place; Mumbai

Date: 19 AUG 2009

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Mar 31, 2008

We have audited the attached Balance Sheet of M/S. Andhra Pradesh Tanneries Limited as at 31st March 2008 and also the profit and loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our Responsibility is to express an opinion on these financial statements based on our audit.

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

2. 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.

3. In our opinion the Company has kept proper books of Accounts as required by Law so far; as it appears from our examination of the books.

4. The Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of Accounts.

5. In our opinion the Balance Sheet and Profit and Loss Account dealt with by this report is in compliance with the Accounting reds referred to in Section 211(C) of the Companies Act, 1956 except for non provision of Gratuity and Leave Encashment as stated in Note No. 15 & 19 respectively in schedule 14

6. On the basis of the confirmations received from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31.03.2007 from being appointed as Directors of the Company under Section 274(1 )(g) of the Act. Reference is invited to the following notes on accounts under notes on accounts under schedule 14.

a) Notes on accounts No. 4 & No. 12 regarding non confirmation of Sundry Debtors, Loan and Advances for non operative bank accounts, Sundry Creditors and Other liabilities and the consequent extent of reliability.

b) Notes on accounts No. 15 for Non provision of gratuity and Notes No. 19 for Leave encashment

c) The inventory valuation in respect of Work in Process and Finished goods are taken as per the valuation of 31.03.04. Since the same stocks are continuing during the year as per item no. 5 on notes on accounts.

D)We are unable to express our opinion on the impact on financial statements and loss for the year in respect of matters stated in Para I above.

7. in our opinion, and to the best of our information and according to the explanations given to us, the annexed accounts together with notes given the information required by the Companies Act, 1956, (as amended) in the manner so required and give a true and fair view.

a) in the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2008; and

b) In the case of the Profit and Loss Account of the loss for the year ended on that. date.

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

Statement on the Companies (Auditor's Report) Amendment Order 2004. Annexure Re. Andhra Pradesh Tanneries Limited.

As required by the Revised Companies (Auditor's Report) order 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks we consider appropriate, we further state that:

I) In respect of Fixed Assets.

a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information. But the registers are not yet updated.

b) As explained to us, the fixed Assets have been physically verified by the management at the end of year, which in our opinion is reasonable, having regard to the size of the company and nature of the Assets No material discrepancies were noticed on such verification.

c) In out opinion the company has not disposed substantial part of fixed assets during the year and going concern status of company has not effected.

ii) In respect of its Inventory.

a) As explained to us, Inventories have been physically verified by management at regular intervals during the year.

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

c) The company maintained Proper records of inventory. As explained to us they were no material discrepancies noticed on physical verification of inventory as compared to books of accounts.

iii) In respect of Loans Secured / Unsecured grant or taken by Companies to / from Companies, firms or other parties covered in Register maintained U/s 301 n of the Companies Act 1956.

a) The company has not granted but has taken unsecured loan from Bambolli Holdings Pvt. Limited, Mumbai of Rs.3,97,93,003/- balance outstanding as on 31.03.2008.

b) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and terms and conditions are not prima facie prejudicial to the interest of the company.

c) During the year no loans granted by company to any party or taken any loan from any parties covered under register maintained under section 301 of Companies Act.

d) There are no loans granted, during the year. Hence the clause is not applicable.

e) During the year, the company has not taken any loans, secured and unsecured from the company, firms other parties covered by in the register maintained under section 301 of the Act.

f) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and terms and conditions are not prejudicial to the interest of the company.

g) The company has not taken any loan by way of secured / unsecured. However the clause is not applicable.

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

v; In respect of transactions covered u/s 301 of the Companies Act 1956.

a) In our opinion and according to the information and explanations given to us, there are no transactions made in the pursuance of contracts that need to be entered in the register maintained u/s 301 of the Companies Act 1956.

b) In our opinion and according to the information and explanations given to us there are not transaction in the pursuance of contract or agreement that need to be entered in the register maintained u/s 301 of the Companies Act 1956 given during the year for Rs. 5.00 lakhs (Rs. Five Lacs) or more in respect of any party.

vi) Based on Scrutiny of the Company'^. records and according to the information and explanation provided by the management in our opinion, the company has not accepted any public Deposits so far up to 31.03.2008.

vii) The company has no Internal Audit System and the Company has not appointed any Internal Auditors for the company.

viii) The Central Government has not prescribed malignances of cost records u/s 209(1)(d) of the Companies Act, 1956 The clause is not applicable.

ix) In respect of Statutory Dues:

a) According to records of the Company undisputed statutory due including P.F.L.E.P Fund ESI, Income Tax, Sales Tax, Wealth Tax, Custom Duty Cess and other Statutory Dues have generally / regularly deposited with appropriate authorities, According to the information and explanations given to us there are no undisputed amounts payable in respect of statutory:-

b) dues which have remained outstanding as on 31.03.2008 for a period of more than six months from the date they became payable except in the following :-

N.A.L.A Rs.3435?6/-

c) The disputed statutory dues aggregating that have not deposited on account of matters pending before appropriate authorities as under :-

Sr. Name of Statute Nature of the Dues Forum where dispute is Amount (Rs.) No. pending

1 CST ACT ICST Sales Tax Appellate 11,88,000 ' Tribunal, Hyderabad. However the company has paid Rs. 800000/- in the month March 2004

x) The company has accumulated losses and has incurred cash losses during the financial year and immediately preceding such financial year exceeding 100% of the net worth of the company.

xi) In respect of defaults in repayment of loans to Bank / Financial Institutions during the year the company has not taken any Terms Loans.

xii) In our opinion and according to the information and explanations given to us, no Loans and Advances have been granted by the company, on basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the company is not chit and or nithi / mutual benefit fund / society/ therefore clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

xiv) As per the records of the company and information and explanations given to us by the management company is not dealing or trading in shares, securities and debentures and other investments.

xv) The Company has not given any guarantee for loan taken by other from Bank or financial institution.

xvi) The company has not raised new term loan during the year. There are no Term Loans outstanding at the beginning of the year.

xvii) During the year the Company has not raised any funds for Short Term Loan.

For J.L BHATT & CO

CHARTERED ACCOUNTANTS

Yogesh .J. Bhatt

Partner

M.no.30170

Place: Mumbai

Dated:30 June 2008

---

Mar 31, 2007

We have audited the attached Balance Sheet of M/S. Andhra Pradesh Tanneries Limited as at 31st March 2007 and also the profit and loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our Responsibility is to express an opinion on these financial statements based on our audit.

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

2. 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.

3 In our opinion the Company has kept proper books of Accounts as required by Law so far; as it appears from our examination of the books.

4. The Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of Accounts.

5. In our opinion the Balance Sheet and Profit and Loss Account dealt with by this report is in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 except for non provision of Gratuity and Leave Encashment as stated in Note No. 15 & 20 respectively in schedule 14

6. On the basis of the confirmations received from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31.03.2007 from being appointed as Directors of the Company under Section 274(1)(g)of the Act.

Reference is invited to the following notes on accounts under notes on accounts under schedule 14.

a} Notes on accounts No. 4 & No. 12 regarding non confirmation of Sundry Debtors, Loan and Advances for non operative bank accounts, Sundry Creditors and Other liabilities and the consequent extent of reliability.

b} Notes on accounts No. 15 for Non provision of gratuity and Notes No. 20 for Leave encashment

c) The inventory valuation in respect of Work in Process and Finished goods are laden as per the valuation of 31.03.04. Since the same stocks are continuing during the year as per item no. 5 on notes on accounts.

D)We are unable to express our opinion on the impact on financial statements and loss for the year in respect of matters stated in Para I above.

7. In our opinion, and to the best of our information and according to the explanations given to us, the annexed accounts together with notes given the information required by the Companies Act, 1956, (as amended) in the manner so required and give a true and fair view.

a) in the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2007; and

b) In the case of the Profit and Loss Account of the loss for the year ended on that date.

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

Statement on the Companies f Auditor's Report) Amendment Order 2004. Annexure Re. Andhra Pradesh Tanneries Limited.

As required by the Revised Companies (Auditor's Report) order 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks we consider appropriate, we further state that:

I) In respect of Fixed Assets.

a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information, But the registers are not yet updated.

b) As explained to us, the fixed Asset to have been physically verified by the management at the end of year, which in our opinion is reasonable, having regard to the size of the company and nature of the Assets No material discrepancies were noticed on such verification.

c) In out opinion the company has not disposed substantial part of fixed assets during the year and going concern status of company has not effected.

ii) In respect of its Inventory.

a) As explained to us, Inventories have been physically verified by management at regular intervals during the year.

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

c) The company maintained Proper records of inventory. As explained to us they were no material discrepancies noticed on physical verification of inventory as compared to books of accounts

iii) In respect of Loans Secured / Unsecured grant or taken by Companies to / from Companies, firms or other parties covered in Register maintained U/s 301 n of the Companies Act 1956.

a) The company has not granted but has taken unsecured loan from Bambolli Holdings Pvt. Limited, Mumbai of Rs.3,16,18,003/- balance outstanding as on 31.03.2007.

b) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and terms and conditions are not prejudicial to the interest of the company.

c) During the year no loans granted by company to any party or taken any loan from any parties covered under register maintained under section 301 of Companies Act.

d) There are no loans granted, during the year. Hence the clause is not applicable.

e) During the year, the company has not taken any loans, secured and unsecured from the company, firms other parties covered by in the register maintained under section 301 of the Act.

f) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and terms and conditions are not prejudicial to the interest of the company.

g) The company has not taken any lour, by way of secured / unsecured. However the clause is not applicable.

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

v) In respect of transactions covered u/s 301 of the Companies Act 1956.

a) In our opinion and according to the information and explanations given to us, there are no transactions made in the pursuance of contracts that need to be entered in the register maintained u/s 301 of the Companies Act 1956.

b) In our opinion and according to the information and explanations given to us there are not transaction in the pursuance of contract or agreement that need to be entered in the register maintained u/s 301 of the Companies Act 1956 given during the year for Rs.5.00 lakhs (Rs. Five Lacs) or more in respect of any party.

vi) Based on Scrutiny of the Company's records and according to the information and explanation provided by the management in our opinion, the company has not accepted any public Deposits so far up t"* 31.03.2007.

vii) The company has no Internal Audit System and the Company has not appointed any internal Auditors for the company.

viii) The Central Government has not prescribed malignances of cost records u/s 209(1 )(d) of the Companies Act, 1956 The clause is not applicable.

ix) In respect of Statutory Dues:

a) According to records of the Company undisputed statutory due including P.F.L.E.P Fund ESI, Income Tax, Sales Tax, Wealth Tax, Custom Duty Cess and other Statutory Dues have generally / regularly deposited with appropriate authorities, According to the information and explanations given to us there are no undisputed amounts payable in respect of statutory :-

b) dues which have remained outstanding as on 31.03.2007 for a period of more than six months from hey became payable except in the following :

N.A.L.A Rs.343536/-

b) The disputed statutory dues aggregating that have not deposited on account of matters pending before appropriate authorities as under :-

Sr No. Name of Statute Nature of the Forum where dispute Amount (Rs.) Dues is pending

1 CST ACT CST Sales Tax Appellate 11,88,000 Tribunal, Hyderabad However the company has paid Rs. 800000/- in the month March 2004

x) The company has accumulated losses and has incurred cash losses during the financial year and immediately preceding such financial year exceeding 100% of the net worth of the company.

xi) in respect of defaults in repayment of loans to Bank / Financial Institutions during the year the company has not taken any Terms Loans.

xii) In our opinion and according to the information and explanations given to us, no loans and Advances have been granted by the company, on basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the company is not chit fund or nithi / mutual benefit fund / society/ therefore clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

xiv) As per the records of the company and information and explanations given to us by the management company is not dealing or trading in shares, securities and debentures and other investments.

xv) The Company has not given any guarantee for loan taken by other from Bank or financial institution.

xvi) The company has not raised new term loan during the year. There are no Term Loans outstanding at the beginning of the year.

xvii) During the year the Company has not raised any funds for Short Term Loan.

For J.L. BHATT&CO.

CHARTERED ACCOUNTANTS

YOGESH J. BHATT

PARTNER

M.No.30170

Place: Mumbai

DATE:30 JUNE 2007