1. We have audited the attached Balance Sheet of AMISON FOODS LIMITED
 as at 31st March 2009 and also the Profit and Loss Account for the year
 ended on that date and notes 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.
 
 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 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.
 
 3. As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in terms of sub section (4A) of
 section 227 of the Companies Act, 1956, of India (the Act) and on the
 basis of such checks of the books and records of the Company as we
 considered appropriate and according to the information and
 explanations given to us, we give in the annexure a statement on the
 matters specified in paragraphs 4 and 5 of the said order.
 
 4. Further to our comments in the Annexure referred to above, we report
 that:
 
 (i) 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;
 
 (ii) In our opinion, proper books of account as required by law have
 been kept by the company so far as it appears from our examination of
 those books.
 
 (iii) The Balance Sheet and Profit and Loss Account dealt with by this
 report are in agreement with the books of account.
 
 (iv) In our opinion, the Balance Sheet and Profit and Loss Account
 dealt with by this report comply with the accounting standards referred
 to in sub-section (3C) of section 211 of the Companies Act, 1956;
 
 (v) On the basis of written representation received from the Directors,
 as on 31St March, 2009, and taken on record by the Board of Directors,
 we report that none of the Directors is disqualified as on 31st March,
 2009 from being appointed as a Director in terms of clause (g) of sub-
 section(1) of section 274 of the Companies Act, 1956;
 
 (vi) In our opinion and to the best of our information and according to
 the explanation 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.
 
 (a) in the case of the 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 31.03.2009.
 
 (c) in the case of the cash flow statement of the cash flow for the
 year ended on that date
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (Referred to in paragraph 3 of our report of even date)
 
 i. a. The company has not maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 b. The fixed assets have been physically verified by the management
 during the year and no material discrepancy was noticed on such
 verification
 
 c. The company has not disposed of any fixed assets during the year.
 
 ii. Since there were no inventory, the questions regarding the physical
 verification of inventory and the procedures followed for physical
 verification, maintenance of proper records of inventory and accounting
 the discrepancies noticed on physical verification do not apply.
 
 iii. a. In our opinion and according to the information and explanations
 given to us, the Company has not granted any loan, secured or unsecured
 to companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956.
 
 b. In our opinion and according to the information and explanations
 given to us, the Company has not taken any loan, secured or unsecured
 from companies, firms or other parties covered in the register
 maintained under section 301 of the Companies Act, 1956 except loans
 taken from directors and members. The balance as on 31.03.2009 of such
 loans was Rs. 9,196,415.02
 
 c. In our opinion, the rate of interest and other terms and conditions
 on which loans have been taken from directors and members are not,
 prima facie, prejudicial to the interest of the company.
 
 iv. In our opinion and according to the information and explanations
 given to us, there are adequate internal control system commensurate
 with the size of the company and the nature of its business with regard
 to purchase of stores, raw materials including components, equipments
 and other assets and with regard to the sale of goods and services.
 During the course of our audit, we have not observed any continuing
 failure to correct major weakness in internal controls.
 
 v. a. According to the information and explanations given to us, we are
 of the opinion that the particulars of contracts or arrangement that
 need to be entered into the register maintained under section 301 of
 the Companies Act, 1956 have been so entered.
 
 b. As per information and explanations given to us, to our opinion
 transactions made in pursuance of such contracts or arrangements have
 been made at prices which are reasonable having regard to the
 prevailing market prices at the relevant time.
 
 vi. In our opinion and according to the information and explanations
 given to us, the Company has not accepted during the year any deposit
 from the public and therefore the provisions of section 58Aand
 58AAofthe Companies Act, 1956 and other relevant provisions of the Act
 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to
 the deposits accepted from the public are not applicable to the
 company.
 
 vii. In our opinion, the company does not have any internal audit
 system commensurate with the size and nature of its business.
 
 viii. To the best of our knowledge and belief, the Central Government
 has not prescribed the maintenance of cost records under section 209(1)
 (d) of the Companies Act, 1956 for the products of the Company except
 customs duty of Rs. 6,00,829/-
 
 ix. a. According to the information and explanation given to us, the
 company is regular in depositing with appropriate authorities
 undisputed statutory dues except delay in remittance of PF and ESI
 contributions on certain occasions.
 
 b. As per information and explanations furnished to us there is no
 undisputed amount payable in respect of income tax, wealth tax, sales
 tax, customs duty, excise duty and cess outstanding as at the last day
 of the financial year for a period of more than six months from the
 date they became payable
 
 c. According to the information and explanations given to us, there are
 no dues of sales tax, income tax, customs duty, wealth tax, excise duty
 and cess which have not been deposited on account of any dispute except
 Income Tax demand with interest of Rs. 14.40 lacs which is under appeal
 in High Court of Chennai for the Assessment Year 1994-95 and Customs
 duty interest of Rs.32,25,621.00 before the CESTAT, Bangalore (Refer
 note no. 13 to the notes attached to the Accounts of the Company for
 the year ended 31st March 2009)
 
 x. The company has incurred cash loss during the financial year under
 audit. The company incurred cash loss in the preceding financial year.
 The accumulated loss of the company is more than 50% of its net worth.
 
 xi. The company has not defaulted in repayment of dues to any financial
 institution and banks during the year under audit except amount payable
 to
 
 a. Sundaram Finance Limited-Rs. 1,94,840/-
 
 b. Concord Credit Limited - Rs. 1,14,959/-
 
 xii. As per the information and explanations given to us, the company
 has not granted loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities and hence the
 question for maintenance of adequate records for the same are not
 applicable to the company.
 
 xiii. In our opinion, 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.
 
 xiv. In our opinion, the company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report)
 Order, 2003 are not applicable to the company
 
 xv. According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 xvi. Since the company does not have any term loan, the question of
 their application does not arise.
 
 xvii. According to the information and explanations given to us and on
 an overall examination of the balance sheet of the company, we report
 that funds raised on short-term basis have not been used for long-term
 investment
 
 xviii. The company has not made any preferential allotment of shares
 during the year under audit.
 
 xix. The company has not issued any debentures hence the question for
 creation of securities in respect of the same does not arise.
 
 xx. The company has not made any public issue during the year.
 
 xxi. 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 Kannan & Kassim 
 
                                                 Chartered Accountants
 
                                                           Sd/-
 
 Place: Emakulam                                   P. B. Vijayabhaskar
 
 Date: 28/08/2009                                 Partner, M.No. 206038