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Mohan Meakin Ltd.

BSE: 590039 Sector: Consumer
NSE: N.A. ISIN Code: INE136D01018
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Mohan Meakin Ltd. (MOHANMEAKIN) - Auditors Report

Company auditors report

TO THE MEMBERS OF MOHAN MEAKIN LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Mohan Meakin Limited("the Company") which comprise the Balance Sheet as at March 31 2016 theStatement of Profit and Loss and the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information in whichare incorporated the Returns for the year ended on that date audited by the branchauditors of the Company’s branch located at Lucknow.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards prescribedunder Section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder and the Order under section 143 (11)of the Act.

We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under Section 143(10) of the Act. Those Standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement. Anaudit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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 explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2016 and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

Attention is invited to note 20(b)(i) of the financial statements relating to theuncertainty associated with the outcome of the ongoing litigation/arbitration proceedingsagainst the demand raised by GAIL (India) Limited aggregating to Rs.39.70 crores for thecalender year 2014 and 2015 on account of deficiency in the lifted quantity of gas perday. Based on the position explained in this note and on the basis of legal advice theCompany's management is confident that the demand is not legally tenable and would notresult in any liability on the Company.

Our opinion is not modified in respect of the above matter.

Other Matter

We did not audit the financial statements of Lucknow Distillery branch included in thefinancial statements of the Company whose financial statements reflect total assets ofRs.335 lacs as at March 31st 2016 and total revenues of Rs.46 lacs for the year ended onthat date as considered in the financial statements. The financial statements of theLucknow Distillery branch has been audited by the branch auditor whose report has beenfurnished to us and our opinion in so far as it relates to the amounts and disclosuresincluded in respect of the Lucknow Distillery branch is based solely on the report ofsuch branch auditor.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. 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 bestof 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 theCompany so far as it appears from our examination of those books and proper returnsadequate for the purposes of our audit have been received from the branch at Lucknow notvisited by us.

(c) The report on the accounts of the branch located at Lucknow audited under Section143(8) of the Act by branch auditor has been sent to us and have been properly dealt withby us in preparing this report. (d) The Balance Sheet the Statement of Profit and Lossand the Cash Flow Statement dealt with by this Report are in agreement with the books ofaccount and with the returns received from the branch not visited by us.

(e) In our opinion the aforesaid financial statements comply with the AccountingStandards prescribed under Section 133 of the Act.

(f) The matter described under the Emphasis of Matters paragraph above in our opinionmay have an adverse effect on the functioning of the Company.

(g) On the basis of the written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a director in terms of Section 164(2) of theAct.

(h) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

(i) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us: (i) TheCompany has disclosed the impact of pending litigations on its financial position in itsfinancial statements - Refer Note 20(a) and 20(b)(i) to the financial statements; (ii) TheCompany did not have any long-term contracts for which there were any material foreseeablelosses - Refer Note 20(b) to the financial statements; (iii) There has been no delay intransferring amounts required to be transferred to the Investor Education and ProtectionFund by the Company.

2. As required by the Companies (Auditor’s Report) Order 2016 ("theOrder") issued by the Central Government in terms of Section 143(11) of the Act wegive in the "Annexure B" a statement on the matters specified in paragraphs 3and 4 of the Order.

For A. F. FERGUSON ASSOCIATES
Chartered Accountants
(Firm's Registration No. 102849W)
Vijay Agarwal
(Partner)
(Membership No. 094468)
NEW DELHI May 30 2016

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 (h) under ‘Report on Other Legal and RegulatoryRequirements’ of our report of even date) Report on the Internal Financial ContorlsOver Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013 ("the Act")

We have audited the internal financial controls over financial reporting of MohanMeakin Limited ("the Company") as of March 31 2016 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablish by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Contorls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013to the extent applicable to an audit of internal financial controls. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliablity of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2016 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For A. F. FERGUSON ASSOCIATES
Chartered Accountants
(Firm's Registration No. 102849W)
Vijay Agarwal
(Partner)
(Membership No. 094468)
NEW DELHI May 30 2016

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements’ section of our report of even date)

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

(b) The Company has a program of verification of fixed assets to cover all the items ina phased manner over a period of three years which in our opinion is reasonable havingregard to the size of the Company and the nature of its assets. Pursuant to the programcertain fixed assets were physically verified by the Management during the year. Accordingto the information and explanations given to us no material discrepancies were noticed onsuch verification.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed provided to us we reportthat the title deeds comprising all the immovable properties of land and buildings areheld in the name of the Company as at the balance sheet date. Immovable properties of landand buildings whose title deeds have been mortgaged as security for term loans from bankare held in the name of the Company based on the confirmations received by us from bank.

In respect of immovable properties of land that have been taken on lease and disclosedas fixed asset in the financial statements the lease agreements are in the name of theCompany where the Company is the lessee in the agreement (Also refer Note 4 to thefinancial statements in respect of possession of leasehold land).

(ii) As explanined to us most of the invertories were physically verified during theyear by the Management at reasonable intervals and no material discrepancies were noticedon physical verification.

(iii) The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Companies Act 2013.

(iv) The Company has not granted any loans made investments or provided guaranteesunder Section 185 and Section 186 of the Companies Act 2013 and hence reporting underclause (iv) of the CARO 2016 is not applicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposit during the year. In respect of unclaimed deposits the Company hascomplied with the provisions of Sections 73 to 76 or any other relevant provisions of theCompanies Act 2013.

(vi) The maintenance of cost records has not been specified by the Central Governmentunder section 148 (1) of the Companies Act 2013.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income tax Sales tax/ Value Addedtax Service tax Customs Duty Excise Duty Cess and other material statutory duesapplicable to it with the appropriate authorities though there have been delays in somecases.

(b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income Tax Sales Tax/ Value Added Tax Service Tax Customs Duty ExciseDuty Cess and other material statutory dues in arrears as at March 31 2016 for a periodof more than six months from the date they became payable.

(c) Details of dues of Income-Tax Sales Tax/ Value Added Tax Customs Duty and ExciseDuty which have not been deposited as on March 31 2016 on account of disputes are givenbelow:

Name of the Statute Nature of the dues Forum where dispute is pending Amount* (Rs. lacs) Amount paid under protest (Rs.lacs) Period to which the amount relates
Sales tax laws Sales tax (including entry tax) Appellate authority up to Commissioner's level 1077.61 - 1975-76 1977 to 1979 1987 to 1989 1999-2000 2006-07 to 2012-13
Sales tax Appellate Tribunal 45.26 - 1984-85 1985-86 1991-92 1992-93 2006-07 to 2009-10
High Court 8.85 - 1994-95 1995-96 1997-98 1998-99
Supreme Court 381.98 - 2001-02 to 2010-11
Trade tax Appellate Tribunal 20.22 - 1984-85 1985-86 1987-88 2005-06 to 2007-08
High Court 1.27 - 1990-91 to 1992-93 1994-951995-96
State Excise laws Excise duty High Court 349.16 231.17 1963-85 1986-2011
Central Excise Excise duty CESTAT 13.26 - 2005 to 2007
Appellate authority up to Commissioner's level 42.80 - 2008-09 to 2010-11
Custom laws Custom duty CESTAT 77.61 - 1994 to 2004

* Amount as per demand orders including interest and penalty wherever quantified in theorder.

The following matter which have been excluded from the table above have been decidedin favour of the Company but the concerned authorities have preferred appeals at higherlevels:

Name of the Statute Nature of the dues Forum where dispute is pending Amount (Rs. lacs) Period to which the amount relates
Sales tax laws Sales tax Sales tax appellate Tribunal 358.08 1987 to 1989 1990 to 1993
State Excise laws Excise duty Supreme Court 36.67 1997 to 1999
Income tax laws Income tax High Court 423.95 2002-03 to 2005-06

Further there are no disputed dues with respect to Service Tax which have not beendeposited as on March 31 2016 on account of disputes.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the rapayment of loans or borrowings to banks. TheCompany has not taken any loans or borrowings from financial institutions and governmentor has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments).

Further in our opinion and according to the information and explanations given to usthe term loans have been applied by the Company during the year for the purposes for whichthey were raised.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no material fraud on the Company by its officersor employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theCARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to usthe Company is in compliance with Sections 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements etc. as required by theapplicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or directors of its associate company or persons connected with them and henceprovisions of section 192 of the Companies Act 2013 are not applicable. (xvi) The Companyis not required to be registered under section 45-IA of the Reserve Bank of India Act1934.

For A. F. FERGUSON ASSOCIATES
Chartered Accountants
(Firm's Registration No. 102849W)
Vijay Agarwal
(Partner)
(Membership No. 094468)
NEW DELHI May 30 2016