Herman Milkfoods Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2009

We have audited the attached Balance Sheet of M/s HERMAN MILKFOODS LTD. as at 31st March, 2009 and also the Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Ministry of Finance and Company Affairs (Deptt. of Company affairs) of 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 & 5 of the said order.

2 Further to our comments in the Annexure referred to the 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 accounts as required by law have been kept by the company, so far as appears from our examination of those books;

c) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account;

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

e) On the basis of representations from the directors, as at 31-03- 2009 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31-03-2009 from being appointed as director, in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

iii) The Directors have taken proper and sufficient care for the 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 fraud and other irregularities.

The Directors have prepared the annual accounts on going concern basis.

In our opinion, subject to the information dealt with in the proceeding paragraph in Annexure to this report, 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 (as amended), in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India.

i. In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2009 and

ii. In the case of the Profit and Loss Account of the profit for the year ended on the date.

ANNEXURE TO AUDITORS REPORT

Annexure referred to in paragraph 1 of the Auditors Report to the members of HERMAN MILKFOODS LTD. on the Accounts for the year ended 31st March, 2009.

1. a. The company has maintained reasonable records showing details of fixed assets;

b. Most of the fixed assets have been physically verified by the management. We have been informed that no material discrepancies were noticed on such verification.

c. No substantial part of fixed assets has been disposed off during the year.

2.a. The inventory has been physically verified by the management during the year.

b. In our opinion, 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. On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. a. The company has not granted loans to companies, firms or other parties covered in the register maintained u/s 301 of the Act.

b. The Company has not taken unsecured loans from companies firm or other parties covered under the register maintained under section 301 of the act.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business / for the purchase of fixed assets, inventory, and sale of good and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the aforesaid internal control system.

5. In our opinion and according to the information and explanation given to us the transaction in pursuance of contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits with the provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. In our opinion the Companys present internal audit system is commensurate with its size and nature of business.

8. In our opinion and according to the information and explanation given to us, we are of the opinion that the cost records as prescribed by the Central govt. of India under section 209(1) (d) of the Act is not applicable to this Company.

9. According to the Books and records as produced and examined by us in accordance with the generally accepted auditing practices in India, and also based on the management representations, in our opinion the company is generally regular in depositing the undisputed statutory dues including provident fund, Income Tax, where applicable with appropriate authorities. There was no arrears outstanding in respect of above for a period of more than 6 months as on 31.03.2009.

10. The company has accumulated losses as at 31st march, 2009 However; it has not incurred any cash losses either during the financial year ended on that date or in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, the Company has not defaulted in any repayment of dues to financial institution and banks.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares or other securities.

13. In our opinion, considering the nature of activities carried of the Company during the year, the provisions of any special/ statutory applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to it.

14. According to the information and explanations given to us, the Company has not dealt or traded in shares, securities or other investments during the year.

15. The company has not given any guarantee for loans taken by others as on 31.03.2009 from banks or financial institutions.

16. The Company has not taken any term loan or other loan during the year under audit.

17. On the basis of utilization of funds, which is based on overall examination of the balance Sheet of the company, related information as made available to us and as represented to us by the management, no funds were raised on short term basis.

18. According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the companies Act, 1956 during the year.

19. The Company has not issued any debentures that were outstanding during the year under audit.

20. The Company has not raised any money by public issued during the year.

21. As per the information and explanation given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the course of our Audit.

22. The company is not a sick industrial company within the meaning of section 3(1 )(o) of the Sick Industrial Companies (Special provisions) Act, 1985 as on the date of balance sheet.

Date: 01.09.2009 For TARANJEET & ASSOCIATES,

Place: Chandigarh CHARTERED ACCOUNTANTS,

sd/-

(TARANJEET SINGH)

PROPRIETOR

M.no.86328