Balrampur Chini Mills

1.  We have audited the attached Balance Sheet of BALRAMPUR CHINI MILLS
 LIMITED as at 30th September, 2008, the relative Profit and Loss
 Account and the Cash Flow Statement for the year ended on that date,
 all of 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 have 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 (Auditors Report) Order, 2003 (as
 amended), issued by the Central Government of India in terms of section
 227(4A) of the Companies Act, 1956 (the Act) and on the basis of such
 checks as we considered appropriate and according to the information
 and explanations given to us, we set out 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 in paragraph 3
 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 account as required by law have been
 kept by the Company so far as appears from our examination of those
 books.
 
 c ) The Balance Sheet, the Profit and Loss Account 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, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report have been prepared in
 compliance with the applicable accounting standards referred to in
 section 211 (3C) of the Act.
 
 e) On the basis of written representations received from the Directors,
 as on 30th September, 2008 and taken on record by the Board of
 Directors of the Company, none of the Directors is disqualified as on
 30th September, 2008 from being appointed as a Director in terms of
 clause (g) of sub- section (1.) of section 274 of the Act.
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the Balance Sheet, the Profit and Loss
 Account and the Cash Flow Statement together with the Notes thereon and
 attached thereto, give in the prescribed manner the information
 required by the Act 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 30th September, 2008,
 
 ii) in the case of the Profit and Loss Account, of the PROFIT for the
 year ended on that date, and
 
 iii) in the case of the Cash Flow Statement, of the Cash Flows for the
 year ended on that date.
 
 Annexure to the Auditors Report
 
 Statement referred to in our report of even date to the members of
 BALRAMPUR CHINI MILLS LIMITED on the accounts for the year ended 30th
 September, 2008.
 
 i) a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 b) As explained to us, the Company has a programme of physically
 verifying all its fixed assets once in a period of three years, and in
 accordance therewith, major portion of fixed assets were physically
 verified by the management during the year. In our opinion, the
 frequency of verification is reasonable having regard to the size of
 the Company and nature of its business. The discrepancies noticed on
 such verification were not material and have been properly dealt with
 in the books of account.
 
 c) During the year, the Company has not disposed off substantial part
 of its fixed assets.
 
 ii) a) The inventories have been physically verified during the year by
 the management at reasonable intervals.
 
 b) In our opinion and according to the information and explanations
 given to us, the procedure of physical verification of stocks followed
 by the management are reasonable and adequate in relation to the size
 of the Company and nature of its business.
 
 c) On the basis of our examination, we are of the opinion that the
 Company is maintaining proper records of inventory. No material
 discrepancies were noticed on verification between the physical stocks
 and the book records.
 
 (iii) a) 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 Act.
 
 b) As 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 Act, clauses (iii) (b) to (iii) (d) of
 paragraph 4 of the said order are not applicable to the Company.
 
 c) 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 Act.
 
 d) As 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 Act, clauses (iii) (f) and (iii) (g) of
 paragraph 4 of the said order are not applicable to the Company.
 
 iv) On the basis of the information and explanation given to us, we are
 of the opinion that the Company has an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business for the purchase of inventory and fixed assets and for the
 sale of goods and services.
 
 v) a) Based on the audit procedure applied by us and according to the
 information and explanations given to us, the particulars of contracts
 or arrangements referred to in section 301 of the Act have been entered
 in the register required to be maintained under that section.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts have
 been made at prices which are reasonable having regard to prevailing
 market prices at the relevant time.
 
 vi) The Company has not accepted any deposit within the meaning of
 section 58A, 58AA or any other relevant provisions of the Act and the
 rules framed there under.
 
 vii) In our opinion, the internal audit system of the Company is
 commensurate with the size of the Company and the nature of its
 business.
 
 viii) We have broadly reviewed the books of account maintained by the
 Company in respect of products where pursuant to the rules made by the
 Central Government, the maintenance of cost records has been prescribed
 under section 209 (l)(d) of the Act and are of the opinion that, prima
 facie, the prescribed accounts and records have been made and
 maintained. We, however, as not required, have not made a detailed
 examination of such records.
 
 ix) a) On the basis of our examination, the Company is regular in
 depositing undisputed statutory dues including Provident Fund, Income
 Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess, Investor
 Education and Protection Fund, Wealth Tax and other statutory dues with
 appropriate authorities and no undisputed amounts payable in respect of
 the aforesaid dues were outstanding as at 30th September, 2008 for a
 period of more than six months from the date of becoming payable. On
 the basis of our information, the provisions of Employees State
 Insurance Act are not applicable to the Company.
 
 b) The disputed statutory dues aggregating toRs. 1350.63 lacs that
 have not been deposited on account of matters pending before
 appropriate authorities are as under:
 
 Name of the                 Nature of dues          Period to which
 statute                                                  pertain
 
 Central Excise Act, 1944     Excise Duty               1995 - 1996
 Central Excise Act, 1944     Excise Duty              1998 to 2000
 Central Excise Act, 1944     Excise Duty               2005 - 2006
 Central Excise Act, 1944     Excise Duty               2003 - 2004
 Central Excise Act, 1944     Excise Duty               2003 - 2004
 Central Excise Act, 1944     Excise Duty               2005 - 2006
 Central Excise Act, 1944     Excise Duty               2006 - 2007
 U.P. Sheera Niyantran        Administrative            1996 - 2007
 Adhiniyam, 1964              Charges on
                              Molasses
 U.P. Trade Tax Act, 1948     Sales Tax                 1990 - 1991
 U.P. Trade Tax Act, 1948     Sales Tax                 1999 - 2000
 U.P. Trade Tax Act, 1948     Sales Tax                 1999 - 2000
 U.P. Trade Tax Act, 1948     Sales Tax                 2000 - 2003
 Sugar Promotion Policy       Entry Tax                 2007 - 2008
 2004 of U.P. Govt
 
 Total
 Amount        Forum (Where the dispute is pending)
 (Rs. Lacs)
 
  7.96        Commissioner of Central Excise.
  1.82        Joint Commissioner of Central Excise.
  4.80        Assistant Commissioner of Central Excise.
  6.57        Tribunal.
  1.03        Commissioner of Central Excise.
  2.82        Commissioner of Central Excise.
 11.78        Addl. Commissioner, Allahabad
 1246.06      High Court.
 0.22         High Court.
 2.04         High Court.
 0.34         High Court.
 0.65         Joint Commissioner (Appeals).
 64.54        High Court, Lucknow
 1350.63
 
 x) The Company has no accumulated losses and has not incurred any cash
 loss during the year covered by our audit or in the immediately
 preceding financial year.
 
 xi) The Company has not defaulted in payment of dues to a financial
 institution or bank or debenture- holders.
 
 xii) The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures or other securities.
 
 xiii) The provisions of any special statue applicable to Chit Fund,
 Nidhi or Mutual Benefit Society are not applicable to the Company.
 
 xiv) The Company is not dealing or trading in shares, securities,
 debentures or other investments. However, the investments made by the
 Company in shares and other securities are held by the Company in its
 own name.
 
 xv) On the basis of our examination and according to the information
 and explanations given to us, the Company has given guarantee for loan
 taken by a Subsidiary from a bank the terms and conditions whereof are
 not prejudicial to the interest to the Company.
 
 xvi) On the basis of our examination and according to the information
 and explanations given to us, the term loans have been applied for the
 purpose for which the loans were obtained.
 
 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 no funds raised on short term basis have been used for long term
 purposes.
 
 xviii) On the basis of our examination and according to the information
 and explanations given to us, the Company has made preferential
 allotment of Shares to parties and companies covered in the register
 maintained under section 301 of the Act. The price at which these
 Shares have been issued is not prejudicial to the interest of the
 Company.
 
 xix) The Company has not issued any debentures.
 
 xx) The Company has not raised any moneys by public issue during the
 year covered by our audit report.
 
 xxi) In our opinion and according to the information and explanations
 given to us, no fraud on or by the Company has been noticed or reported
 during the year that causes the financial statements materially
 misstated.
 
                                                 For G. P. Agrawal & Co.
                                                   Chartered Accountants
 
 7A, Kiran Shankar Ray Road,                           (CA. Ajay Agrawal
 Kolkata - 700 001                                 Membership No. 17643)
 25th November, 2008.                                            Partner