Sri Ramakrishna Mills (Coimbatore)

We have audited the accompanying financial statements of Sri
 Ramakrishna Mills (Coimbatore) Limited (�the Company''), which
 comprise the Balance Sheet as at 31st March 2015, the Statement of
 Profit and Loss and the Cash Flow Statement for the year then ended,
 and a summary of significant accounting policies and other explanatory
 information.
 
 Management''s Responsibility for the Financial Statements
 
 The Company''s Board of Directors is responsible for the matters
 stated in Section 134(5) of the Companies Act, 2013 (the Act)
 with respect to the preparation and presentation of these financial
 statements that give a true and fair view of the financial position,
 financial performance and cash flows of the Company in accordance with
 the accounting principles generally accepted in India, including the
 Accounting Standards specified under Section 133 of the Act, read with
 Rule 7 of the Companies (Accounts) Rules,2014. This responsibility
 also includes maintenance of adequate accounting records in accordance
 with the provisions of the Act for safeguarding the assets of the
 Company and for preventing and detecting frauds and other
 irregularities; selection and application of appropriate accounting
 policies; making judgments and estimates that are reasonable and
 prudent; and design, implementation and maintenance of adequate
 internal financial controls, that were operating effectively for
 ensuring the accuracy and completeness of the accounting records,
 relevant to the preparation and presentation of the financial
 statements that give a true and fair view and are free from material
 misstatement, whether due to fraud or error.
 
 Auditor''s Responsibility
 
 Our responsibility is to express an opinion on these financial
 statements based on our audit. We have taken into account the
 provisions of the Act, the accounting and auditing standards and
 matters which are required to be included in the audit report under
 the provisions of the Act and the Rules made there under.
 
 We conducted our audit in accordance with the Standards on Auditing
 specified under Section 143(10) of the Act. Those Standards require
 that we comply with ethical requirements and plan and perform the
 audit to obtain reasonable assurance about whether the financial
 statements are free from material misstatement.
 
 An audit involves performing procedures to obtain audit evidence about
 the amounts and the disclosures in the financial statements. The
 procedures selected depend on the auditor''s judgment, including the
 assessment of the risks of material misstatement of the financial
 statements, whether due to fraud or error. In making those risk
 assessments, the auditor considers internal financial control relevant
 to the Company''s preparation of the financial statements that give a
 true and fair view in order to design audit procedures that are
 appropriate in the circumstances, but not for the purpose of
 expressing an opinion on whether the Company has in place an adequate
 internal financial controls system over financial reporting and the
 operating effectiveness of such controls. An audit also includes
 evaluating the appropriateness of the accounting policies used and the
 reasonableness of the accounting estimates made by the Company''s
 Directors, as well as evaluating the overall presentation of the
 financial statements.
 
 We believe that the audit evidence we have obtained is sufficient and
 appropriate to provide a basis for our audit opinion on the financial
 statements.
 
 Opinion
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the aforesaid financial statements give the
 information required by the Act in the manner so required and give a
 true and fair view in conformity with the accounting principles
 generally accepted in India, of the state of affairs of the Company as
 at 31st March 2015 and its Loss and its cash flows for the year ended
 on that date.
 
 Emphasis of Matters
 
 The Company being an ineligible company to retain deposits including
 loans ought to have repaid all the deposits and loans before 31st
 March 2015. However, in respect of 8 parties, the Company is yet to
 repay loans to the extent of Rs 2,57,37,284/-.
 
 Report on Other Legal and Regulatory Requirements
 
 1. As required by the Companies (Auditor''s Report) Order, 2015
 (the Order) issued by the Central Government of India in terms
 of sub-section (11) of section 143 of the Act, we give in the Annexure
 a statement on the matters specified in the paragraph 3 and 4 of the
 Order, to the extent applicable.
 
 2. As required by Section 143 (3) of the Act, we report that:
 
 a) We have sought and 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 it appears from our examination of those
 books;
 
 c) The Balance Sheet, the Statement of Profit and Loss and the Cash
 Flow Statement dealt with by this Report are in agreement with the
 books of account;
 
 d) In our opinion, the aforesaid financial statements comply with the
 Accounting Standards specified under Section 133 of the Act, read with
 Rule 7 of the Companies (Accounts) Rules, 2014;
 
 e) On the basis of the written representations received from the
 directors as on 31 March 2015 taken on record by the Board of
 Directors, none of the directors is disqualified as on 31 March 2015
 from being appointed as a director in terms of Section 164 (2) of the
 Act; and
 
 f) With respect to the other matters to be included in the Auditor''s
 Report in accordance with Rule 11 of the Companies (Audit and
 Auditors) Rules, 2014, in our opinion and to the best of our
 information and according to the explanations given to us:
 
 i) The Company has disclosed its pending litigations under note no 2
 in additional disclosure- Note 27.
 
 ii) The Company does not have any long-term contracts including
 derivative contracts for which there were any material foreseeable
 losses
 
 iii) Transferring of amount to the Investor Education and Protection
 Fund does not arise as the Company has not declared any dividend in
 the earlier years.
 
 Annexure to the Independent Auditors'' Report
 
 The Annexure referred to in our Independent Auditors'' Report to the
 members of the Company on the financial statements for the year ended
 31st March 2015, we report that:
 
 1 a The company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 b The company has physically verified fixed assets during the year in
 accordance with a regular and phased programme of verification, which
 in our opinion provides for physical verification of all the fixed
 assets at reasonable intervals having regard to the size of the
 company and nature of its assets. According to the information and
 explanations given to us no material discrepancies were noticed on
 such verification.
 
 2 a As explained to us, inventories have been physically verified by
 the management at regular intervals during the year.
 
 b In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the company and the nature of its business. c In our
 opinion and according to the information and explanations given to us,
 the company has maintained proper records of its inventories and no
 material discrepancies were noticed on physical verification as
 compared to the book records.
 
 3 The company, during the year, has not granted any loan, secured or
 unsecured to companies, firms or other parties covered in the register
 maintained under section 189 of the Companies Act, 2013, during the
 financial year. Hence, Clause (b) and (c) is not applicable.
 
 4 In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the company and nature of its business for the
 purchase of inventory, fixed assets and also for the sale of goods and
 services. We have not observed any major weaknesses in internal
 control systems during the course of our audit.
 
 5 The Company being an ineligible Company to retain deposits and loans
 ought to have repaid all fixed deposits and loans before 31st March
 2015. Although the Company repaid all the fixed deposits before 31st
 March 2015, yet has not repaid 8 loans to the extent of Rs
 2,57,37,284/-.
 
 6 We have broadly reviewed the cost records maintained by the company
 specified by the Central Government under sub-section (1) of Section
 148 of the Companies Act, 2013, as applicable to the company, and are
 of the opinion that prima facie the specified cost records have been
 maintained. We have, however, not made a detailed examination of the
 cost records with a view to determine whether they are accurate or
 complete.
 
 7 a According to the information and explanations given to us and on
 the basis of our examination of the records of the Company, subject to
 (ii) stated below, amounts deducted/ accrued in the books of account
 in respect of undisputed statutory dues including provident fund,
 income tax, sales tax, wealth tax, service tax, duty of customs, value
 added tax, cess and other material statutory dues have been regularly
 deposited during the year by the Company with the appropriate
 authorities. As explained to us, the Company did not have any dues on
 account of employees'' state insurance and duty of excise.
 
 According to the information and explanation given to us, the
 undisputed arrears of statutory dues which were outstanding as at 31st
 March 2015 for a period of more than Six months from the date they
 became payable are as follows:
 
 Nature of Statute	Amount	        Year to which it relates
 
 Income tax	       17 13 585	        A.Y 2010-11
 
 b According to the information and explanations given to us, the
 statutory dues which have not been deposited on account of dispute are
 as follows:
 
 Name of the	Nature of the Dues	Amount [Rs.]  
 Statute	                                 (in lakhs)
 
 TNGST	         Addl. Sales tax	     7.43
 
 TNGST	         Sales tax	            54.59
 
 TNGST	         Sales tax	            89.37
 
 TNGST*	         Sales	Tax	           61.66*
 
 TNGST	         TNGST,	AST	           121.97
 
 Customs	       Customs duty on Cotton	     8.26
 
 APEB	      Fuel Surcharge adjustment	     3.20
 
 Name of the    Period to which the amount   Forum where dispute is
 Statue                  relates                   pending
 
 TNGST          A.Y2004-05 to A.Y.2006-07      Madras High Court
 
 TNGST          A.Y.1995-96	              Madras High Court
 
 TNGST          A.Y.1999-00	              Madras High Court
 
 TNGST*         A.Y.1998-99 	              Madras High Court
 
 TNGST          A.Y.2000-01	              Madras High Court
 
 Customs        A.Y.2003-04	              Madras High Court
 
 APEB           July 2012 and November 2012    AP High Court
 
 * [Rs.31 lakhs, since paid]
 
 c Transferring of amount to the Investor Education and Protection Fund
 does not arise as the Company has not declared any dividend in the
 earlier years.
 
 8 The Company has accumulated losses amounting to Rs. 13,50,08,056/-
 as at 31st March 2015. The Company has incurred cash losses during the
 financial year covered by our audit and in the immediately preceding
 financial year.
 
 9 In our opinion and according to the information and explanation
 given to us, the company has not defaulted in repayment of dues to any
 of the banks.
 
 10 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.
 
 11 In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 12 To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the
 company was noticed or reported during the year that causes the
 financial statements to be materially misstated.
 
                                     For M.S. Jagannathan and Visvanathan 
                                                    Chartered Accountants 
                                                   Firm Regd No: 001209 S
 
                                                          M.V. JEGANATHAN
 Place: Coimbatore	                                         Partner
 Date : 28-05-2015	                                   M. No. 214178