ఆడిటర్ నివేదిక Milk Specialities Ltd.

Mar 31, 2012

We have audited the attached Balance Sheet of M/S MILK SPECIALITIES LIMITED, as at 31st March, 2012 and the Profit & Loss Account for the year ended on that date annexed. These Financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these Financial statements based on our audit.

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

As required by the Companies (Auditor's Report) Orefer. 2003, issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matter specified in paragraph 4 and 5 of the said Order.

Further to our comments on the annexure referred to above, we report that

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

b) In our opinion, proper books of accounts required by law have been kept by the Company so far as appears from our examinations of those books (and proper returns adequate for the purpose of our audit have ;been received from the branches not visited us. The Branch Auditors Report have been forwarded to us and have been appropriately dealt with N.A.);

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account, (and with the audited returns from the branches N.A.) '

d) In our opinion the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956,

e) On the basis of written representations received from the Directors as on 31March, 2012, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as director under clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

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

1) In the case of Balance Sheet, of the state of Affairs of the Company as at 31st March, 2012; and

2) In the case of the Profit and Loss Account, of the loss 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.

ANNEXURE TO THE AUDIT REPORT

Referred to in paragraph 3 of our report of even date

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

b) The fixed assets have been physically verified by the management at reasonable intervakno. material discrepancies were noticed on such verification. _

c) No substantial part of the fixed assets have been disposed off during the year. That is why it has not affected the going concern. '

2. a) The inventory has been physical verified durintj the year by the management. In our opinion, the frequency of verification is reasonable.

b) The procedure of physical verification of inventories followed by the management reasonable and adequate in relation to size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. The discrepancies notified on physical verification between the physical stocks and the books records were not material.

3. The Company has granted and also have taken loans secured or unsecured to/from companies firms or other parties covered in the register maintained u's 301 of the Act.

a) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company.

b) The Company is regular in repaying the Principal amounts as stipulated and has been regular in the paymentof interest. The parties have repaid the principal amounts as stipulated and have been regularin the paymentof interest.

c) There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to the purchases of inventory, fixed assets and with regard to the saie of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

5. a) According to the information and explanations given to us, the transaction that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In ouropinion and according to the information and explanations given to us, the transactions made inpursuanceofcontractsorarrangementsenteredintheregister maintained under section 301 of the Companies Act. 1956 and exceeding the value of Rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public for which the directives issued by the Reserve Bank of India and the provisions of sections 58Aand 58AAof the Act and the rules framed there under are applicable.

7. The Company has an internal audit system commensurate with its size and nature of its business.

8. Maintenance of cost records has not been prescribed by the Centra! Govt, under clause (d) of sub-section (1) of section 209 of the Act.

9. a) The Company is regular in depositing undisputed statutory dues including provident Fund, Income Tax and any other statutory dues with the appropriate authorities.

b) The disputed statutory dues pending before appropriate authorities are as under:



S.No. Name of Statute Nature of the Amount dues (Rs.. in Lacs)

1 Income Tax Act 1961 Income Tax 63.62 (addition)

2 Punjab VAT Act,2005 VAT 132.53



Period to which Forum where the amountrelates dispute pending

UptoAY - 2008 -09 Commissioner (Appeal)

Upto FY - 2007 - 08 Dy. Commissioner Appeal



10. The Company has not any accumulated losses at the end of the Financial year and no cash losses have been incurred in the Financial year covered by our audit and the immediately preceding Financial year.

11. In our opinion and accordingly to the information and explanations given to us, the Company has not defaulted in repayment of dues to a Financial institution or Bank.

12. The Company has not granted loans and advances on tKe basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisionsofclause4(VIII)oftheCompanies(Auditor,sReport)Order, 2003 are not applicable to the Company.

14. The Company is not dealing or trading in shares securities, debentures and other investments,

15. The Company has not given any guarantee for loans taken by others from bank or Financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

16. In our opinion the terms loans have been applied for the purpose for which they were raised.

17. Accordingly to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long- term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

18. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 oftheAct.

19. No debenture has been issued by the Company.

20. We have verified the end use of money raised by public issues as disclosed in the notes to the Financial statements. Further no Public issue was raised during the Financial year concerned by the Company.

21. According to the information and explanations given to us, nofraud on or by the Company has been noticed or reported during the course of our audit.



For S. Kumar Gupta & Associates Chartered Accountants FRN 010069N



(CA. Sunil Gupta)

Date : 03-09-2012 FCA, Partner

Place: CHANDIGARH M. No. 085624

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/S MILK SPECIALITIES LIMITED, as at 31st March, 2010 and the Profit & Loss Account for the year ended on that date annexed. 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 plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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 enclose in the Annexure a statement on the matter specified in paragraph 4 and 5 of the said Order.

Further to our comments on the annexure referred to above, we report that :-

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

b) In our opinion, proper books of accounts required by law have been kept by the company so far as appears from our examinations of those books (and proper returns adequate for the purpose of our audit have been received from the branches not visited us. The Branch Auditors Report have been forwarded to us and have been appropriately dealt with N.A.);

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accoynt. (and with the audited returns from the branches N.A.)

d) In our opinion the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representations received from the directors as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31stMarch, 2010 from being appointed as director under clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

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

1) In the case of Balance Sheet, of the state of Affairs of the Company as at 31st March, 2010; and

2) In the case of the Profit and Loss Account, of the profit for the year ended on that date;



ANNEXURE TO THE AUDIT REPORT



Referred to in paragraph 3 of our report of even date

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

b) The fixed assets have been physically verified by the management at reasonable intervals: no material discrepancies were noticed on such verification.

c) No substantial part of the fixed assets have been disposed off during the year. That is why it has not affected the going concern.

2. a) The inventory has been physical verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) The procedure of physical verification of inventories followed by the management reasonable and adequate in relation to size of the company and the nature of its business.

c) The Company is maintaining proper records of inventory. The discrepancies notified on physical verification between the physical stocks and the books records were not material.

3. The company has granted and also have taken loans secured or unsecured to/from companies firms or other parties covered in the register maintained u/s 301 of the Act.

a) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the company.

b) The company is regular in repaying the Principal amounts as stipulated and has been regular in the payment of interest. The parties have repaid the principal amounts as stipulated and have been regular in the payment of interest.

c) There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

5. a) According to the information and explanations given to us, the transaction that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public for which the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under are applicable.

7. The company has an internal audit system commensurate with its size and nature of its business.

8. Maintenance of cost records has not been prescribed by the Central Govt, under clause (d) of sub- section (1) of section 209 of the Act.

9. a) The company is regular in depositing undisputed statutory dues including provident Fund, Income Tax and any other statutory dues with the appropriate authorities.

b) There are no dues of income tax, cess that are pending on account of any dispute.

10. The company has not any accumulated losses at the end of the financial year and no cash losses have been incurred in the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and accordingly to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or Bank.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company is not dealing or trading in shares securities, debentures and other investments.

15. The company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

16. In our opinion the terms loans have been applied for the purpose for which they were raised.

17. Accordingly to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

18. The company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19. No debenture has been issued by the company.

20. We have verified the end use of money raised by public issues as disclosed in the notes to the financial statements. Further no Public issue was raised during the financial year concerned by the company.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For S. Kumar Gupta & Associates

Chartered Accountants

Sd/-

Date : 27-08-2010 (C.A. SUNIL GUPTA)

Place : CHANDIGARH FCA, PARTNER