Premier Proteins Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2015

We have audited the accompanying financial statements of PREMIER PROTEINS LIMITED (The Company), which comprises the Balance sheet as at 31st March, 2015 and the statement of Profit and Loss and Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for matters stated in Section 134(5) of the Companies Act, 2013 ("The Act") with respect to the preparation of theses financial statements that give a true and fair value of the financial positions, financial performance and cash flows of the company in accordance with the accounting standards referred to in section 133 of the Act, read with rule 7 of the Companies (Accounts) Rule, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of 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 thereunder.

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

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 standalone financial statements.

OPINION

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

EMPHASIS ON MATTERS

We draw attention to the following matters In the Notes to the financial Statement:

b) Note No.36 regarding contingent liabilities in respect of non-provision of demand of Commercial Tax of Rs. 1626224.

Our opinion is not modified In respect of this matter.

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 Companies Act, 2013 we give in the annexure a statement on the matters specified in paragraphs 3 and 4 and 5 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 of the Company.

c) The Balance Sheet and statement of Profit and Loss Account and Cash Flow statement dealt with by these reports are in agreement with the books of account of the Company.

d) In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow statement dealt with by this report comply with the account standards specified under section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014.

e) On the basis of written information received from the directors of the Company and taken on record by the Board of Directors as on 31st March 2015, and the Information and explanations given to us, we report that none of the directors is disqualified as on 31st March 2015, from being appointed as a director in terms of subsection (2) of section 164 of the Act.

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 the impact of pending litigations on its financial position in its financial statements as referred to in Note No. 36 to the financial statements.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts Including derivative contracts.

(Ill) The Company has not transferred a sum of Rs. 429156/- to the Investor Education and Protection Fund.

Annexure referred to In our Independent Auditor's Report to the Members of the Company on the Financial Statements for the year ended 31st March, 2015 we report that:

i. (a) The Company has maintained proper records showing full particulars Including quantitative details and situation of Its fixed assets.

(b) The fixed assets of the Company have been physically verified by the management at reasonable Intervals. As Informed to us, no discrepancies have been noticed on such verification.

ii. (a) As explained to us, the inventory of the Company has been physically verified during the year by the management. In our opinion the frequency of the verification is reasonable.

(b) According to the information and explanation given to us, In our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business.

(c) In our opinion and information and explanation given to us, the Company Is maintaining proper records of inventory and no material discrepancies were noticed on verification between the physical stocks and book records.

iii. According to the information's and explanations given to us the Company has not granted any loans, secured or unsecured, to companies, firms, or other parties covered in the register maintained under section 189 of the Companies Act, 2013, hence the clause 3 (ill) does not apply to Company.

iv. In our opinion and according to the Information and

explanations given to us, there are adequate Internal control systems commensurate with the size of the Company and the nature of Its business. During the course of our audit, we have not observed any major weakness In the Internal control system.

v. In our opinion and according to the information and

explanations given to us, the company has not accepted deposit from public with the meaning of Section 73 to 76 or any other relevant provision of the Companies Act 2013.

vi. According to information and explanation given to us the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013.

vii.. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is regular in depositing Statutory dues of provident Fund, Employee state Insurance, Income Tax, Sales Tax, Service tax, Wealth Tax, Customs duty, Excise duty, cess and any other statutory dues with the appropriate authorities are being paid late in few cases except in case of the Entry Tax Rs. 617969/- which has not been paid.

(b) According to the Information and explanations given to us, there are no undisputed statutory dues of Provident Fund, Employee state Insurance, Income Tax, Sales . Tax, Wealth Tax, Service Tax, Customs duty, Excise duty, Value added Tax, cess and any other statutory dues with the appropriate authorities were outstanding for more than six months from the date they became payable except following Sales Tax & Entry tax for earlier years were due for payment for more than six months.

Name of the Nature of Sr-No- Statue Due Amount period

1. M.P. Before Commercial Regular 13468153/- 2003-04 & Tax Act 1994 2014-15

(c) According to the Information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Value Added Tax and cess which have not been deposited as on 31st March 2015 on account of dispute, except cases as given below:

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

M.P Sales Tax, Commissioner Before 2003- commercial Entry Tax of Commercial 04,2010-11 1626224/- Tax Act and CST tax Indore &2011-12 1994 demand

(d) According to the information and explanation given to us, an amount of Rs. 429156 is required to be transferred to investor education and protection fond In accordance with the relevant provisions of the Companies Act, 1956 read with the Note No,9 of Notes to accounts have not been deposited.

viii The Company has accumulated losses as at 31st March 2015, and the same Is more than 50% of its net worth, the company has incurred cash losses during the financial year covered buy our audit and the company has also incurred cash loss in the immediately preceding financial year, lx. In our opinion and according to information and explanation given to us, the Company did not have any outstanding dues to financial Institutions, banks on debenture holders during the year.

x According to information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xi To the best our knowledge and beliefs, and according to the information and explanations given to us, the company has not raised any terms-loans during the year under audit, hence, paragraph 3 (xi) of the Order is not applicable.

xii To the best of our knowledge and belief and according to the Information and explanation given to us, we report that no material fraud on or by the company has been noticed or reported during the year.

Place: Indore For: M.MEHTA & COMPANY Dated: 31/07/2015 Chartered Accountants (Firm Regn. No. 000957C)

CA Nitln Bandl PARTNER (M. No. 400394)

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Mar 31, 2013

We have audited the accompanying financial statements of PREMIER PROTEINS LIMITED which comprises of the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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 except for the effects of the matter described in the other matter paragraph. The financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) In the case of the 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.

Other Matters .

a. Note no.9 in respect of transfer of funds to Investor Education & Protection Fund.

b. Note no. 29 (a) 4 (b) in respect of Accounting for Employee benefits as per revised AS-15 to some extent only.

c) Note no .34 regarding contingent liabilities in respect of non provision of demand of Commercial Tax of Rs.31,55,443/-

d) The company has not adjusted interest @ 12 % on loans taken from related parties as agreed on Rs.7,63,25,742/- .The amount of interest on such loans is of Rs.92,34,089/-.

The Impact of item (a) to (c) is not their but considering the impact of item (d) above if the interest would have been charged the loss for the year would have been Rs.3,12,53,016/- before tax and Rs.2,43,59,942/- after tax and accordingly the Reserves and Surplus would have been Rs.(-)14,91,51,489/-.

Report on Other Legal and Regulatory Requirements

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

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

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

c. The Balance Sheet, 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 Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 Referred to in paragraph 1 of our Audit report of even date on the accounts for the year ended 31st March 2013 of PREMIER PROTEINS LIMITED

As required by the companies (Auditors report) order 2003 issued by the Company law Board in the terms of section 227(4A) of the Companies Act 1956, we have further to report that: -

1. (a) In respect of fixed assets; the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) These Fixed Assets have been physically verified by the management, in accordance with the programme of verification adopted by the company. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets.

(c) There was no substantial disposal of fixed assets during the year.

2 (a) The inventory of the Company has been physically verified by the management during the year and at the year end. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management were found 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 records of inventory, in our opinion, the Company has maintained proper records of inventory and discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operations of the Company.

3. (a) According to the information and explanations given to us,

the company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.Accordingly the provision of Clause 4(iii)(a) to

(d) of the Companies (Auditor''s Report )0rder,2003(as amended) are not applicable to company and hence not commented upon.

(b) According to the information and explanations given to us, the company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. However interest for the year as per agreed rate 12% has not been adjusted during the year and were considered as without Interest .The outstanding balance as on 31.03.2013 was Rs.76325742/- and the maximum balance outstanding was Rs.77506133/-.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and sen/ices. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) In our opinion and according to the information and

explanations given to us, the particulars of contracts or arrangements or transactions referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under Section 301 of the companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the companies Act, 1956 have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such market prices are available.

6. In our opinion and according to the information and explanations given to us, the Company has. not accepted any deposit from public in contravention with the provisions of Section 58-A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of any deposits.

7. The Company has an Internal Audit System, which in our opinion is adequate and commensurate with the size of the Company and nature of its business.

8. In our opinion and as per explanation given to us the Cost Records are not required to be maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules 2011 prescribed by the Central Government u/s209 (1) (d) of the Companies Act 1956.

9. (a) According to the information and explanations given to us, the Company is generally regular in depositing provident fund and employees state insurance with appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of income-tax, sales tax, wealth-tax, service-tax customs duty, excise duty, cess as on 31.3.2013 were outstanding for a period of more than six months from the date they became payable except for Sales tax, Entry tax & T.D.S. aggregating to Rs.13218257/- for earlier years were due for payment for more than 6 months.

(c) As on 31st March 2013, According to the records of the company and the information and explanations given to us, the following are the particulars of dues on account of Income tax, Excise Duty, Cess, Sales Tax Service Tax Custom duty and wealth Tax matters that have not been deposited on account of disputes:-

S. Name of the '' Nature of Dues Amount Forum where No. Statute Disputed (Rs.in lacs) PendinG

1. M.P Commercial Sales Tax 31,55,443/- Commissioner Tax & EntryTax Demand of Sales tax Act 1994 including interest Indore & Penalty

10. (a) The Company has not made cash profit during the financial

year covered by our audit and also in the immediately preceding financial year and it has accumulated losses as on 31.03.2013 exceeding its net worth.

(b) According to the information provided by the company , the company is a Sick Industrial Company within the meaning of section 3 (I) (o) of the Sick Industrial Companies (Special Provision) act,1985 and is duly registered with BIFR.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks during the year.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the other provisions of clause 4 (xii) of the companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. In our opinion, according to the information and explanations , given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

15. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

16. According to the information and explanation given to us, the company has not taken any term loans during the year.

17. According to the information and explanations given to us and an overall examination of the Balance Sheet of the company, we report that funds raised on short-term basis, have been used for short term purpose only.

18. The Company has not made preferential allotment of share to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year covered by our audit.

19. The company has not issued any debentures during the year under review.

20. The company has not raised any money by public issues during the year under review. .

21. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For MIs. M. MEHTA & CO.

Chartered Accountants

Firm Reg. No. 000957C

Place : INDORE CA P.R. BANDI

Date : 31/08/2013 (Partner)

M.No. 016402

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Mar 31, 2012

1) We have audited the attached Balance sheet of PREMIER PROTEINS LIMITED, DEWAS as at 31st March, 2012 and the relative Profit & Loss Account & Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the management of the Company. 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 mis-statement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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

4) 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 these books.

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

6) In our opinion, the Balance Sheet and the Profit & Loss A/ c & Cash Flow Statement dealt by this report are in compliance with the Accounting Standards referred in Section 211 (3c) of the Companies Act 1956.

7) On the basis of written representation received from all the

Directors of the Company as on 31.3.12 and the information and explanation as made available, we report that none of the Directors of the Company prima facie have any disqualification as referred to in Clause (g) of Subjection (1) of the Section 274 of the Companies Act, 1956.

8) In our opinion and to the best of our information and according to explanations given to us the said accounts read together with and subject to :

(i) Note No.9 regarding transfer of Fund to Investors Education Protection Fund

(ii) Note No.29 (a)&(b) in respect of Accounting of Employees benefits as per revised AS-15 to some extent only.

(iii) Note No.34 regarding contingent liabilities in respect of non provision of demand of Commercial Tax of Rs. 31,55,443/- We further report that considering item mentioned at (i)to (iii) above the effect of which is not there and read together with other Notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view, in confirmity 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 and

b) In the case of Profit & Loss A/c, of the Loss of the Company for the year ended on that date.

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

9) As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we further report that

i. The nature of the Company's business/activities during the year was such that clause (xii), (xiii) and (xiv) of the paragraph 4 of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

ii. (a) The Company is maintaining proper records showing fall particulars, including quantity wise details and unitwise situation of fixed assets.

(b) Physical verification of fixed assets was carried out during the year in accordance with the Company's policy. In our opinion the frequency of verification is at reasonable intervals. No material discrepancies between the book records and the physical inventory were noticed.

(c) During the year, in our opinion, a substantial part of fixed assets has not been disposed off by the Company.

iii. (a) The inventory of the Company has been physically verified by the management during the year and at the year end. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management were found 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 records of inventory, in our opinion, the Company has maintained proper records of inventory and discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation, to the operations of the Company.

iv. (a) In our opinion and according to the information and explanations given to us, the Company has taken loans during the year from one party listed in the Register maintained under section 301 of the Companies Act, 1956, The outstanding balance as on 31.03.12 was Rs. 77506133/- and the maximum balance outstanding was Rs.77541133/- .

(b) The terms & condition of such loan was not prejudicial to the interest of the Company.

( c) In our opinion and according to the explanation given to us the Company is regular in paying the principal and interest is stipulated.

(d) In our opinion and according to the information and explanations given to us, the Company has not granted any loans to parties listed in the Register maintained under section 301 of the Companies Act, 1956, hence, sub clause (iii) (b), (c) and (d) of the order are not applicable in respect of loan granted.

v. According to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and nature of its business, for purchase of raw materials, stores, components, plant & machinery, equipment and other assets.

vi. (a) Based on the Audit Procedure applied by us and as per the information and explanations given to us the particulars of Contacts or arrangements referred to in Section 301 of the Act are entered in the register maintained under that section.

(b) in our opinion and according to the information and explanations given to us, the Company has not purchased any stores, raw materials or components from subsidiaries, firms or Companies or other parties in which Directors are interested as listed in the register maintained under section 301 of the Companies Act, 1956 except sales and purchases were made from companies in which Directors are interested as listed in the register maintained under section 301of the Companies Act, 1956 at prices, rates which are reasonable having regard to prevailing market prices of such goods.

vii. The Company has not accepted any deposit from public as defined in section 58-A of the Companies Act,1956 and the rules framed there under except Inter Corporate Deposit from Body Corporate. Ne order has been passed by Company Law Board ,National Company Law Tribunal or any Court during the year.

viii. In our opinion, the internal audit system is reasonably commensurate with the size and nature of the business of the Company.

ix. Cost records under section 209(1)(d) of the Companies Act are not required to be maintained by the Company.

x. (a) The Company is regular in depositing Provident Fund dues and Employees State Insurance dues with appropriate authorities.

(b) According to the information's and explanation given to us, no undisputed amount payable in respect of Income Tax, Custom duty and Excise Duty as on 31/03/12 were outstanding for a period of more than six months. However, Sales Tax and Entry Tax of Rs. 12657869/- for earlier years due for payment for more than six months.

(c) As at 31/03/12, according to records of the Company and the information and explanations given to us, the following are the particulars of dues on account of Income Tax, Excise Duty and Cess, Sales Tax, Custom Duty and Wealth Tax matters that have not been deposited on account of any dispute:

S. Name of the Nature of Amount Forum where No.Statute Dues Pending

1. Commercial Tax Sales Tax 31,55,443/- Commissioner Levies & Entry Tax Demand of Sales tax including interest Indore & Penalty

xi (a) In our opinion the Company's accumulated losses as on 31/03/12 exceeds its net worth and it has incurred cash Loss during the financial year ended on that date and incurred cash profit in the immediate preceding financial year.

(b) According to the information provided by the Company, the Company is a Sick Industrial Company , within the meaning of section 3(1)(o) of the Sick Industrial Companies (Special Provision) Act, 1985 and duly registered with BIFR.

xii. The Company has repaid its dues outstanding to Bank during the year and there is no outstanding as on 31/03/ 2012.

xiii. According to the information and explanations given to us, the Company has given guarantee during the year for purchase of materials and the terms and conditions of such guarantee are not prejudicial to the company.

xiv. In our opinion and according to the information and explanations given to us, the Company has not taken any term loan during the year.

xv. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, the funds raised on short term basis have prima facie been used for short term purpose only.

xvi. During the year 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.

xvii. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year.

xviii. The Company has not raised any money by public issue during the year.

xix. According to the information and explanation given to us, during The year, no fraud on or by the Company has been noticed or reported.

For : M/s.M.MEHTA & Co. Chartered Accountants (Firm Reg. No. 000957C)

DATE : 31.05.2012 CA : P.R. BANDI

PLACE : INDORE PARTNER

(M.NO. 16402)

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Mar 31, 2010

1) We have audited the attached Balance sheet of PREMIER PROTEINS LIMITED, DEWAS as at 31st March, 2010 and the relative Profit & Loss Account & Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the management of the Company. 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 mis-statement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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

4) 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 these books.

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

6) In our opinion, the Balance Sheet and the Profit & Loss A/c A Cash Flow Statement dealt by this report are in compliance with the Accounting Standards referred to in Section 211 (3c)of the Companies Act 1956.

7) On the basis of written representation received from all the Directors of the Company as on 31.3.10 and the information and explanation as made available, we report that none of the Directors of the Company prima facie have any disqualification as referred to in Clause (g) of Sub-Section (1) of the Section 274 of the Companies Act, 1956.

8) In our opinion and to the best of our information and according to explanations given to us the said accounts read together with and subject to :

(I) Note no. 1(b)(1) regarding contingent liabilities in respect of non provision of demand of Sales Tax.

(II) Note no. 4 in respect of provision for interest on dues payable to State Bank of India.

(III) Note no. 9 in respect of write back of provision for dimunition in the value of Investments.

(Iv) Note No.13 regarding transfer of Fund to Investors Education Protection Fund

(v) Note No.14 (a)&(b) In respect of Accounting of Employees benefits as per revised As-15 to some extent only.

We further report that considering item mentioned at (i),to (v) above the effect of which is not there and read together with other Notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view, in confirmity 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 2010 and

b) In the case of Profit & Loss A/c, of the Profit of the Company for the year ended on that date.

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

9) As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we further report that -

i The nature of the Compan/s business/activities during the year was such that clause (xii), (xiii) and (xiv) of the paragraph 4 of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

ii. (a) The Company is maintaining proper records showing full particulars, including quantity wise details and unitwise situation of fixed assets.

(b) Physical verification of fixed assets was carried out during the year in accordance with the Companys policy. In our opinion the frequency of verification is at reasonable intervals. No material discrepancies between the book records and the physical inventory were noticed.

(c) During the year, in our opinion, a substantial part of fixed assets has not been disposed off by the Company.

iii. (a)The inventory of the Company has been physically verified by the management during the year and at the year end. In our opinion the frequency of verification is reasonable.

(b)ln our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management were found 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 records of inventory, in our opinion, the Company has maintained proper records of inventory and discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operations of the Company.

iv. (a) In our opinion and according to the informations and explanations given to us.the company has taken loans during the year from one party listed in the Register maintained under section 301 of the Companies Act, 1956, The outstanding balance as on 31.03.10 was Rs.3,21,22,610/- and the maximum balance outstanding was Rs. 3,21,22,610/-

(b) The terms & condition of such loan was not prejudicial to the interest of the Company.

(c) In our opinion and according to the explanation given to us the company is regular in paying the principal and interest as stipulated.

(d) in our opinion and according to the information and explanations given to us, the company has not granted any loans to parties listed in the Register maintained under section 301 of the Companies Act, 1956, hence, sub clause (iii) (b), (c) and (d) of the order are not applicable in respect of loan granted.

v. According to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business, for purchase of raw materials, stores, components, plant & machinery, equipment and other assets.

vi. (a) Based on the Audit Procedure applied by us and as per the information and explanations given to us the particulars of Contacts or arrangements referred to in Section 301 of the Act are entered in the register maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the Company has not purchased any stores, raw materials or components from subsidiaries, firms or Companies or other parties in which Directors are interested as listed in the register maintained under section 301 of the CompaniesAct,1956exceptsalesandpurchases were made from a company in which Directors are interested as listed in the register maintained under section 301 of the Companies Act, 1956 at prices, rates which are reasonable having regard to prevailing market prices of such goods.

vii. The company has not accepted any deposit from public as defined in section 58-A of the Companies Act, 1956 and the rules framed thereunder except Inter Corporate Deposit from Body Corporates. No order has been passed by Company Law Board, National Company Law Tribunal or any Court during the year.

viii. In our opinion, the internal audit system is reasonably commensurate with the size and nature of the business of the Company.

ix. Cost records under section 209(1)(d) of the Companies Act are not required to be maintained by the company.

x. (a)The company is regular in depositing Provident Fund dues and Employees State Insurance dues with appropriate authorities. (b)According to the informations and explanation given to us, no undisputed amount payable in respect of Income Tax, Custom duty and Excise Duty as on 31/03/10 were outstanding for a period of more than six months. However, Sales Tax and Entry Tax of Rs.-87955227- for earlier years due for payment for more than six months.

(c) As at 31/03/10, according to records of the Company and the information and explanations given to us, the following are the particulars of dues on account of Income Tax, Excise Duty and Cess, Sales Tax, Custom Duty and Wealth Tax matters that have not been deposited on account of any dispute:

S. Name of the Nature of Amount Forum where No. Statute Dues (Rs.in lacs) Pending

1. Commercial Tax Sales Tax 176.22 Commissioner Levies & Entry Tax Demand of Sales tax including interest Indore & Penalty

xi (a) In our opinion the Companys accumulated losses as on 31/03/10 exceeds its net worth and it has incurred cash loss during the financial year ended on that date and made cash profit during the immediate preceding financial year also.

(b) According to the information provided by the Company, the Company is a Sick Industrial Company within the meaning of section 3(1)(o) of the Sick Industrial Companies (Special Provision) Act, 1985 and is duly registered with BIFR. xii. The Company has defaulted in the repayment of dues to financial institutions, Bank and others and the period.amount of default and the explanations furnished by the Company are as follows : S.No. Name of Fls/Bank/ Total defaults as Period of Others per OTS arrangement Default (Interest Liabilities) T State Bank of India 242.30 Lacks Since 2006 onwords

xiii. According to the information and explanations given to us, the Company has given guarantee during the year for purchase of materials and the terms and conditions of such guarantee are not prejudicial to the company.

xiv. In our opinion and according to the information and explanations given to us, the Company has not taken any term loan during the year.

xv. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, the funds raised on short term basis have prima facie been used for short term purpose only.

xvi. During the year 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.

xvii. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year.

xviii. The Company has not raised any money by public issue during the year.

xix. According to the information and explanation given to us, during the year, no fraud on or by the Company has been noticed or reported.

for : M/S.M.MEHTA & Co.

Chartered Accountants



DATE : 30.08.2010 P.R. BANDI

PLACE : INDORE PARTNER

(M.NO.16402)

(Firm Reg. No. 000957C)