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)