Orient Beverages Ltd

ORIENT BEVERAGES LIMITED

We have audited the attached Balance Sheet of ORIENT BEVERAGES LIMITED (theCompany) as at 31st March, 2010 and the Profit and Loss Account and the Cash FlowStatement for the year ended on that date annexed thereto. These financial statements arethe responsibility of the Company's Management. Our responsibility is to express anopinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted inIndia. Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by the management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

We report that :

1. We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purpose of our audit.

2. In our opinion, proper books of account as required by law have been kept by theCompany so far as appears from our examination of books of accounts.

3. The Balance Sheet and Profit and Loss Account and the Cash Flow Statement dealt withby this report are in agreement with the books of account.

4. In our opinion, the Balance Sheet and Profit and Loss Account and the Cash FlowStatement dealt with by this report comply with the accounting standards referred to insub-section (3C) of Section 211 of the Companies Act, 1956.

5. On the basis of written representations received from the Directors, as on 31stMarch, 2008 and taken on record by the Board of Directors, we report that none of theDirectors is disqualified as on 31st March, 2010 from being appointed as a Director interms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts give the information as required by the Companies Act, 1956in the manner so required and subject to note No. 1.05 & 5 regarding non-charging ofdepreciation on assets, Note No.3 regarding non provision of Excise Duty as demanded bythe Excise Authority being disputed by the Comapny and Note No.4 regarding pendingexecution of certain legal formalities in respect of assets and liabilities ofamalgamating companies, give a true and fair view in conformity with the accountingprinciples generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31s tMarch, 2010.

b) In the case of the Profit and Loss Account, of the Profit for the year ended on thatdate, and

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

7. As required by the Companies (Auditor's Report) Order, 2003, as amended, issued bythe Central Government in terms of sub-section (4A) of section 227 of the Companies Act,1956 and on the basis of such checks as we considered appropriate and the information andexplanations given to us during the course of audit we further state to the extentapplicable to the Company that :

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

(b) The fixed assets have been physically verified by the management at reasonableintervals. No material discrepancies between book records and physical inventory have beennoticed on such verification.

(c) During the year under audit, the Company has not disposed off substantial part ofits fixed assets.

ii) (a) The inventory of the Company has been physically verified at a reasonableintervals by the management.

(b) In our opinion, the procedures of physical verification of inventory followed bythe management are reasonable and adequate in relation to the size of the Company andnature of its business.

(c) On the basis of our examination of the records of Inventory, in our opinion, thecompany is maintaining proper records of inventory. The discrepancies noticed onverification between the physical stocks and the book records have been properly dealtwith in the books of account.

iii) (a) During the year under review the Company has taken unsecured loan fromCompanies, firms or other parties as covered in the Register maintained under Section 301of the Act. However there is a balance outstanding as at the close of the year of Rs.38.53 lacs from one party.

(b) The rate of interest and other terms and conditions of such loans are not primafacie prejudicial to the interest of the company.

(c) The repayment of principal and interest of such loans are regular.

(d) There is no overdue amount of Rs. 1.00 lac or more in respect of such loans.

(e) During the year under review the Company has taken unsecured loan from Companies,firms or other parties as covered in the Register maintained under Section 301 of the Act.No. of Party- one and the maximum amount involved was Rs. 5.00 lacs and the year endbalance of such loan was Rs. Nil.

(f) The rate of interest and other terms and conditions of such loans are not primafacie prejudicial to the interest or the company.

(g) The repayment of principal and interest of such loans are regular.

iv) In our opinion, there are adequate internal control procedures commensurate withthe size of the Company and nature of its business, for the purchase of inventory, fixedassets and for the sale of goods. Further, during the course of our audit we have neithercome across, nor have we been informed of any instances of continuing failure to correctmajor weakness in the aforesaid internal control procedures.

v) According to the, information and explanations given to us, there are notransactions for Rs.5 lacs or more during the year in pursuance of contracts orarrangements, which are required to be entered in the Register maintained under Section301 of the Act and that has been maintained by the company as required by the provisionsof the Companies Act, 1956.

vi) The Company has not accepted any deposits from the public within the meaning ofSection 58A and 58AA or any other relevant provisions of the Act and the rules framedthere under.

vii) The Company has maintained internal Audit System which commensurate with its sizeand nature of its business:

viii) The Central Government has not prescribed the maintenance of Cost Records underSection 209(1) (d) of the Companies Act, 1956, for the activities of the Company.

ix) (a) According to the information and explanations given to us, during the year theCompany has been generally regular in depositing with the appropriate authoritiesundisputed statutory dues in respect of Provident Fund, Investor Education and ProtectionFund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, CustomDuty, Excise Duty, Cess and any other material statutory dues, as applicable to it.

(b) According to the information and explanations given to us, there are no undisputeddues in respect of Provident Fund, Investor Education and Protection Fund, Employees StateInsurance, Income Tax, Sales Tax, Wealth Tax, Service tax, Custom Duty, Excise Duty, Cessand any other material statutory dues which were outstanding at the year end for a periodof more than six months from the date they became payable other than Additional ExciseDuty of Rs. 25.99 Lacs demanded by the Excise Authorities against which Rs. 20.46 lacs hasbeen deposited and the matter is pending before Central Excise Tribunal.

x) The Company has no accumulated losses as at 31st March, 2010 and it has neitherincurred cash losses during the financial year nor in the immediately preceding financialyear.

xi) According to the records of the Company, it has not defaulted in repayment of duesto Bank and the Company has not issued any debenture during the year under review.

xii) The Company has not granted any loans and advances on the basis of security by wayof pledge of shares, debentures and other securities.

xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/society. As such the provision of Clause 4(xiii) of the Companies (Auditors' Report)Order, 2003 are not applicable.

xiv) Based on our examination of the records and evaluations of the related internalcontrols, we are of the opinion that proper records have been maintained of thetransactions and contracts relating to shares and securities dealt in by the Company andtimely entries have been made in the records. We also report that the Company has heldShares and Securities in its own name except for those pending transfer in Company's name.

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

xvi) In our opinion and according to the information and explanations given to us andbased on an overall examination, the Term Loans have been applied for the purpose forwhich the Term Loans were obtained.

xvii) Based on the information and explanations given to us and on an overallexamination of the Balance Sheet of the Company, in our opinion, there are no funds raisedon short term basis which have been used for long term investments and vice versa.

xviii) The Company has not made any preferential allotment of shares to parties andcompanies covered in the Register maintained under Section 301 of the Act during the year.

xix) The Company did not have any outstanding debentures during the year.

xx) The Company has not raised any money from public issues during the year.

xxi) During the course of our examination of the books of account carried out inaccordance with the generally accepted auditing practices in India and according to theinformation and explanations given to us, we have neither come across any instance offraud on or by the Company, noticed or reported during the year, nor have we been informedof such cases by the management.