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Auditor Report of Ajanta Soya Ltd.

Mar 31, 2016

To the Members of Ajanta Soya Limited

for the year ended March 31, 2016 Report on the Financial Statements

We have audited the accompanying financial statements of Ajanta Soya Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, 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 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 of 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 Section143(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 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 control relevant to the Company’s preparation and fair presentation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 March 31, 2016, its Profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of section 143 of the Act, we give in the Annexure- A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 purpose 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, Statement of Profit and Loss, and 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 written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of sub-section (2) of section 164 of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B; and

(g) 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, we further comment that:

i) the Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred in note 27-I (c)(ii);

ii. the Company did not have any long term contracts and derivative contracts outstanding as at 31 March, 2016; and

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund.

ANNEXURE- A : TO THE INDEPENDENT AUDITORS’ REPORT To the Members of Ajanta Soya Limited for the year ended March 31, 2016

In terms of the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section 11 of section 143 of the Act, we report, on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable, as hereunder:

i) a) In our opinion, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) During the year, these fixed assets have been physically verified by the management in a phased manner which, in our opinion, is reasonable having regard to the size of the company and nature of its fixed assets. As mentioned to us the discrepancies noticed by the management on such verification were not material in relation to the size of the company have been properly dealt with in accounts.

c) According to information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the company.

ii) a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanation 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) The discrepancies between physical inventories and the book records, as observed on verification, were not material in relation to the size of the company, have been properly dealt with in the books of accounts

iii) a) The company has not granted any loan secured or unsecured to parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments guarantees made.

v) The Company has not accepted any deposits from public.

vi) Pursuant to the rules made by the Central Government for the maintenance of cost records under section 148 (1) of the Companies Act, 2013, we are of the opinion that, prima facie, the prescribed cost records have been made and maintained.

vii) a) According to our examination of records and on the basis of information and explanations given to us and on the basis of

our examination of the records of the company, amounts deducted/ accrued in the books of account of the company in respect of undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service-tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, have generally been regularly deposited with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were in arrears at the year-end for a period of more than six months from the date they became payable. b) According to our examination of records and on the basis of information and explanations given to us, there are no dues in respect of income tax, sales tax, service tax, duty of customs or excise, value added tax that have not been deposited with the appropriate authorities on account of any dispute except the followings:

Name of the Statute

Nature of the Due

Amount Involved (Rs in Lacs)

Period to which the due relates

Forum where dispute is pending

Sales/Entry Tax Act

Rajasthan entry Tax

16.59 (8.30 deposited under protest)

2007-08 to 2009-10

High Court, Jaipur

Central Excise Act

Additional duty on re-assessment

69.56 (12 lacs deposited under protest)

April 2011 to Dec,2011

CESTAT

viii) According to our examination of records and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to any bank or financial institution, government or debenture holder during the year.

ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.

x) According to the information and explanations given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

xi) According to the information and explanations given to us and based on our examination of the records of the company , the company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii) In our opinion and according to information and explanation given to us , the company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) According to information and explanations given to us and based on our examination of the records of the company, transactions with related parties are in accordance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv) According to information and explanations given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv) According to information and explanations given to us and based on our examination of the records of the company, the company has not entered in to any non-cash transactions with directors or persons connected with him.

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank Of India Act 1934.

Annexure - B to the Independent Auditors’ Report To the Members of Ajanta Soya Limited for the year ended March 31, 2016

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Ajanta Soya Limited (“the Company”) as of March 31, 2016, in conjunction with our audit 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 internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’).These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For TAS ASSOCIATES

Chartered Accountants

[Firm Registration No. 010520N]

Sd/-

Subodh Gupta

Place : Delhi Partner

Date : May 30, 2016 Membership number: 087099


Mar 31, 2015

We have audited the accompanying financial statements of Ajanta Soya Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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 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 thereunder.

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 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 control relevant to the Company's preparation of the financial statements that give a true and fair view in in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(b) in the case of the Statement of Profit and Loss, of Profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

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, as may be 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 purpose 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, Statement of Profit and Loss, and 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 March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of sub-section (2) of section 164 of the Act;

(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, we further comment that:

i) the Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred in note 28-I (c)(ii) & (iii);

ii) the Company did not have any long term contracts and derivative contracts outstanding as at 31 March, 2015; and

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

To the Members of AJANTA SOYA LIMITED for the year ended March 31, 2015

In terms of 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 report, on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable, as hereunder:

1. a) In our opinion, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b) During the year, these fixed assets have been physically verified by the management in a phased manner which, in our opinion, is reasonable having regard to the size of the company and nature of its fixed assets. As mentioned to us the discrepancies noticed by the management on such verification were not material in relation to the size of the company have been properly dealt with in accounts.

2. a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanation 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) On the basis of our examination of the records of inventories, we are of the opinion that the company is maintaining proper records of inventories. The discrepancies between physical inventories and the book records, as observed on verification, were not material in relation to the size of the company, have been properly dealt with in the books of accounts

3 a) The company has granted unsecured loan to one body corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

b) In the case of loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated.

c) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us , there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and sale of goods. Further on the basis of our examination and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control system.

5. The Company has not accepted any deposits from public.

6. Pursuant to the rules made by the Central Government for the maintenance of cost records under section 148 (1) of the Companies Act, 2013, we are of the opinion that, prima facie, the prescribed cost records have been made and maintained.

7. a) According to our examination of records and on the basis of information and explanations given to us and on the basis of our examination of the records of the company, undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service-tax, wealth tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as are identified to be applicable, have generally been regularly deposited with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were in arrears at the year-end for a period of more than six months from the date they became payable except a sum of Rs. 9.24 lacs relating to entry tax which is paid in the month of April 2015.

b) According to our examination of records and on the basis of information and explanations given to us, there are no dues in respect of income tax, sales tax, service tax, wealth tax, duty of customs or excise, value added tax or cess etc that have not been deposited with the appropriate authorities on account of any dispute except the followings:

Name of the Amount Involved Period to which Statute Nature of the Due (in Lacs) the due relates

Sales/Entry Rajasthan entry Tax 16.59 (8.30 deposited 2007-08 to 2009-10 Tax Act under protest)

Income Tax Demand on 6.08 2010-2011 Act regular assessment

Income Tax Demand on regular 1.61 2009-2010 Act assessment

Central Additional duty on 69.56 (12 lacs deposited April 2011 to Excise Act re-assessment under protest) Dec, 2011

Name of the Forum where dispute is pending Statute

Sales/Entry High Court, Jaipur Tax Act

Income Tax Act Commissioner of Income Tax Appeals

Income Tax Act Commissioner of Income Tax Appeals

Central Excise Act CESTAT

c) According to our examination of records and on the basis of information and explanations given to us, there were no amount required to be transferred to Investor Education and Protection Fund during the year in accordance with the relevant provisions of the companies Act, 1956 (1 of 1956) and rules made there under.

8. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

9. According to our examination of records and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to any bank or financial institution during the year. The Company did not have any outstanding debentures at any time during the year.

10. According to information and explanations given to us, the terms and conditions on which the company has given guarantee for loans taken by others from bank or financial institution are not prejudicial to the interest of the company, in view of the counter guarantee provided by the such other person for the benefit of company which almost covers the amount of guarantee given by the company.

11. Base on information and explanation given to us and in our opinion, no term loan has been raised by the company during the year.

12. According to our examination of records and on the basis of 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 TAS ASSOCIATES

Chartered Accountants

Firm Registration No.: 010520N

Sd/- Place : Delhi (SUBODH GUPTA)

Dated :30th May, 2015 Partner

M. No. : 087099


Mar 31, 2014

We have audited the accompanying financial statements of Ajanta Soya Limited ("the company") which comprise the Balance Sheet as at March 31, 2014 and 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 Management is responsible for the preparation 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act,1956 (''the Act'') read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act,2013. This responsibility includes the design, implementation and maintenance of internal control 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 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 control relevant to the entity''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the accompanying 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 purpose 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 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

(e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

The Annexure referred to in our report to the members of Ajanta Soya Limited ( the Company ) for the year ended 31 March 2014. We report that:

1. a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) During the year, these fixed assets have been physically verified by the management in a phased manner which, in our opinion, is reasonable having regard to the size of the company and nature of its fixed assets. As mentioned to us no serious discrepancies were noticed by the management on such verification.

c) Fixed assets disposed off during the year were not substantial, therefore, do not affect the going concern assumption.

2. a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanation 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) On the basis of our examination of the records of inventories, we are of the opinion that the company is maintaining proper records of inventories. The discrepancies between physical inventories and the book records, as observed on verification, were not material in relation to the size of the company, have been properly dealt with in the books of accounts

3. (i) a) The company has granted unsecured loan to one body corporate covered in the register maintained under section 301 of the Companies Act, 1956 (''the Act''). The maximum amount outstanding at any time during the year was Rs. 200.00Lacs and the year-end balance of said loans was Rs. 200.00 Lacs.

b) In our opinion, the rate of interest and other terms and conditions on which the loan had been granted to the body corporate are not, prima facie, prejudicial to the interest of the company.

c) The receipt of Principal amount and interest are regular as per stipulations if any. There is no overdue amount of loan granted during the year.

3. (ii) a) During the year, the company had taken unsecured loan from three bodies corporate covered in the register maintained under section 301 of the Companies Act, 1956. The maximum balance outstanding at any time during the year was Rs. 1187.25 Lacs and the year-end balance of such loans from bodies corporate was Rs. 230.11 Lacs.

b) In our opinion, the interest and other terms and conditions on which loans from bodies corporate had been taken are not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts, wherever stipulated and also in the payment of interest, where applicable in case of such loans taken from bodies corporate covered in the register maintained under section 301 of the Act.

d) There is no overdue amount of loans taken from these bodies corporate covered in the register maintained under section 301.

4. In our opinion and according to the information and explanations given to us, there is 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. Further, on the basis of our examination and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in internal control system.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the value of five lakh rupees, in respect of each party during the year, have been made at prices which appear reasonable as per information available with the Company.

6. According to information and explanations given to us, the company has not accepted any deposits to which provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable.

7. In our opinion, the company has an adequate Internal Audit system commensurate with its size and nature of its business.

8. Pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, we are of the opinion that, prima facie, the prescribed 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.

9. a) According to the records of the company and information and explanations given to us and records of the company examined by us, the company has been regularly depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. We are informed that there are no undisputed statutory dues as at 31.03.2014 outstanding for a period of more than six months from the date they become payable.

b) According to the records of the company and information and explanations given to us, there are no dues of Sales Tax, Income Tax, Service Tax, Custom Duty, Wealth Tax, Excise Duty and Cess on account of any dispute which are not deposited except the followings:

Name of the Statute Nature of the Due Amount Involved (Rs in Lacs) Sales/Entry Tax Act Rajasthan entry Tax 16.59 (7.54 deposited under protest)

Income Tax Act Demand on regular 6.08 assessment

Income Tax Act Demand on regular 1.61 assessment

Central Excise Act Additional duty on 69.56 (12 lacs deposited re-assessment under protest)



Name of the Statute Period to which Forum where the due relates dispute is pending Sales/Entry Tax Act 2007-08 to 2009-10 High Court, Jaipur Income Tax Act 2010-2011 Commissioner of Income Tax Appeals Income Tax Act 2009-2010 Commissioner of Income Tax Appeals Central Excise Act April 2011 to Dec, 2011 CESTAT

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to banks. There are no dues to financial institutions.

12. According to information and explanations given to us and based on the documents and records produced before us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, there is no special statute applicable to the company, hence provisions related to requirement of NOF, prudential norms for income recognition, appraisal of credit proposal etc. are not required to be complied by the company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that the company has maintained proper records of transactions and contracts in respect of trading in shares and other securities and timely entries have been made therein. All shares and securities have been held by the company in its own name.

15. According to information and explanations given to us, the terms and conditions, on which the company has given guarantee for loans taken by others from bank or financial institutions, are not prejudicial to the interest of the company, in view of the counter guarantee provided by such other person for the benefit of company which almost equals the amount of guarantee covered.

16. Based on information and explanations given to us and in our opinion, no term loan has been raised by the company during the year.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that during the year short-term funds have not been used to finance long-term investments.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The company has not issued any debentures during the year.

20. The company has not raised any money through a public issue during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the year.



For TAS ASSOCIATES Chartered Accountants Firm Registration No.: 10520 N

Sd/- Place : New Delhi (SUBODH GUPTA) Dated : 30th May, 2014 Partner M. No. : 087099


Mar 31, 2013

Report on the financial statements

We have audited the accompanying financial statements of Ajanta Soya Limited ("the company") which comprise the Balance Sheet as at March 31, 2013 and 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

Management is responsible for the preparation 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in india. This responsibility includes the design, implementation and maintenance of internal control 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the accompanying 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 purpose 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 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

(e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

Referred to in Paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our Report of even date to the Members of Ajanta Soya Limited for the year ended March 31, 2013.

1. a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) During the year, these fixed assets have been physically verified by the management in a phased manner which, in our opinion, is reasonable having regard to the size of the company and nature of its fixed assets. As mentioned to us no serious discrepancies were noticed by the management on such verification.

c) In our opinion and according to the information and explanations given to us, a substantial part of the fixed assets has not been disposed off by the company during the year.

2. a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanation 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) On the basis of our examination of the records of inventories, we are of the opinion that the company is maintaining proper records of inventories. The discrepancies between physical inventories and the book records, as observed on verification, were not material in relation to the size of the company, have been properly dealt with in the books of accounts.

3. (i) a) The company has granted unsecured loan to one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.177.56 Lacs (PY. Rs 177.56 Lacs) and the year-end balance of unsecured loans granted to such parties was Nil (PY Rs 177.56 Lacs).

b) The rate of interest and other terms and conditions on which unsecured loans have been granted are not, prima facie, prejudicial to the interest of the company.

c) The receipt of Principal amount and interest are regular as per stipulations if any. There is no overdue amount of loan granted during the year.

3. (ii) a) During the year, the company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.282.50 Lacs (PY. Rs 287.50 Lacs) and the year-end balance of unsecured loans taken from such parties was Rs. 10.25 Lacs (PY Rs 2.40 Lacs).

b) The interest and other terms and conditions on which unsecured loans have been taken from companies listed in the register maintained under section 301 are not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts, wherever stipulated and also in the payment of interest, where applicable in case of loans taken from parties listed in the register maintained under section 301 of the Act.

d) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301.

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 the nature of its business with regard to the purchase of inventories, fixed assets and with regard to the sale of goods. Further, on the basis of our examination and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in internal control system.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered. b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the value of five lakh rupees, in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to information and explanations given to us, the company has not accepted any deposits to which provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable.

7. In our opinion, the company has an adequate Internal Audit system commensurate with its size and nature of its business.

8. Pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a) According to the records of the company and information and explanations given to us and records of the company examined by us, the company has been regularly depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. We are informed that there are no undisputed statutory dues as at 31.03.2013 outstanding for a period of more than six months from the date they become payable. b) According to the records of the company and information and explanations given to us, there are no dues of Sales Tax, Income Tax, Service Tax, Custom Duty, Wealth Tax, Excise Duty and Cess on account of any dispute which are not deposited except the followings:

Name of the Nature of the Due Amount Involved Period to which Forum where Statute (Rs in Lacs) the due relates dispute is pending

Sales/Entry Rajasthan entry Tax 16.59 (7.54 deposited 2007-08 to 2009-10 High Court, Jaipur Tax Act under protest)

Income Tax Demand on 4.22 2006-2007 Commissioner of Income Act re-assessment Tax Appeal

Income Tax Demand on regular 1.61 2009-2010 Commissioner of Income Act assessment Tax Appeal

Central Additional duty on 69.56 (12 lacs deposited April 2011 to CESTAT

Excise Act re-assessment under protest) Dec, 2011

10. The Company does not have accumulated losses as on the balance sheet date. Further, the Company has not incurred any cash loss during the financial year ended on March 31, 2013 or the immediately preceding financial year ended March 31, 2012.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to banks. There are no dues to financial institutions.

12. According to information and explanations given to us and based on the documents and records produced before us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, there is no special statute applicable to the company, hence provisions related to requirement of NOF, prudential norms for income recognition, appraisal of credit proposal etc. are not required to be complied by the company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that the company has maintained proper records of transactions and contracts in respect of trading in shares and other securities and timely entries have been made therein. All shares and securities have been held by the company in its own name.

15. According to information and explanations given to us, the terms and conditions, on which the company has given guarantee for loans taken by others from bank or financial institutions, are not prejudicial to the interest of the company, in view of the counter guarantee provided by such other person for the benefit of company which almost equals the amount of guarantee covered.

16. Based on information and explanations given to us and in our opinion, no term loan has been raised by the company during the year.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that during the year short-term funds have not been used to finance long-term investments.

18. During the year, the company has allotted equity shares on preferential basis to One Company covered in the Register maintained under Section 301 of the Companies Act, 1956. According to the information and explanation provided to us, we report that price at which shares have been issued has been determined as per the Securities and Exchange Board on India (Disclosure of Investors Protection) Guidelines 2000, which, in our opinion, is not prejudicial to the interest of the Company.

19. The company has not issued any debentures during the year.

20. The company has not raised any money through a public issue during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud by the company and no material fraud on the company has been noticed or reported during the year.



For TAS ASSOCIATES

Chartered Accountants

Firm Registration No.: 10520 N

Sd/-

Place : New Delhi (SUBODH GUPTA)

Dated : 30th May, 2013 Partner

M. No. : 087099


Mar 31, 2012

1. We have audited the attached Balance Sheet of Ajanta Soya Limited as at March 31st, 2012 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date 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 the 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 from material mis-statements. 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 the 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 in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose 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 purpose 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, Profit and Loss Account and Cash Flow Statement, dealt with by this report, are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the applicable Accounting Standards referred to in section 211(3C) of the Companies Act, 1956.

e) On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies’ Act, 1956.

f) In our opinion and to the best of our information and according the explanations given to us, the said accounts, together with the notes thereon, 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:

I. in the case of the Balance Sheet, of the state of affairs of the company, as at March 31st, 2012; and

II. in the case of the Profit and Loss Account, of the Profit of the company for the year ended on that date; and

III. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF AJANTA SOYA LIMITED FOR THE YEAR ENDED MARCH 31st, 2012.

1. a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) During the year, these fixed assets have been physically verified by the management in a phased manner which, in our opinion, is reasonable having regard to the size of the company and nature of its fixed assets. As mentioned to us no serious discrepancies were noticed by the management on such verification.

c) The company has not disposed off its substantial part of its fixed assets during the year.

2. a) The inventory has been physically verified by the management at reasonable intervals. In our opinion the frequency of verification is reasonable.

b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventory followed by the management 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 the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies between physical inventory and the book records, as observed on verification, were not material in relation to the size of the company, have been properly dealt with in the books of accounts

3. (i) a) The company has granted unsecured loan to one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 177.56 Lacs (PY.Rs. 159.63) and the year-end balance of unsecured loans granted to such parties was Rs. 177.56 Lacs. (PY Rs. 158.66 Lacs).

b) The rate of interest and other terms and conditions on which unsecured loans have been granted are not, prima facie, prejudicial to the interest of the company.

c) The receipt of Principal amount and interest are regular as per stipulations if any. There is no overdue amount of loan granted during the year.

3. (ii) a) During the year, the company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 287.50 Lacs (PY. Rs. 275.00 Lacs) and the year-end balance of unsecured loans taken from such parties was Rs. 2.40 Lacs (PY Rs. 1.22 Lacs).

b) The interest and other terms and conditions on which unsecured loans have been taken from companies listed in the register maintained under section 301 are not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts, wherever stipulated.

d) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purpose of purchase of inventory and fixed assets and for sale of goods. During the course of our audit, on random test check basis, no major weakness has been noticed in the internal controls in respect of these areas.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the value of five lakh rupees, in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to information and explanations given to us, the company has not accepted any deposits to which provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable.

7. In our opinion, the company has an adequate Internal Audit system commensurate with its size and nature of its business.

8. Pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, we are of the opinion that, prima facie, the prescribed accounts and records, relating to materials, labour and other items of cost, have been made and maintained.

9. a) According to the records of the company, the company is regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it.

b) According to the records of the company and information and explanations given to us, there are no dues of Sales Tax, Income Tax, Service Tax, Custom Duty, Wealth Tax, Excise Duty and Cess on account of any dispute except the following:

S No. Statute under which Amount Involved Forum at Demand arise (Rs in Lacs) which dispute is pending

1. Rajasthan Entry 16.59 High Court, Jaipur Tax Act (7.54 deposited under protest)

2 Income Tax 5.67 Rectification u/s 154 filed with AO

10. The company has no accumulated losses as on the balance sheet date. The company has not incurred any cash loss during the financial year covered by our audit or the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to banks. There are no dues to financial institutions.

12 According to information and explanations given to us and based on the documents and records produced before us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, there is no special statute applicable to the company, hence provisions related to requirement of NOF, prudential norms for income recognition, appraisal of credit proposal etc. are not required to be complied by the company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that the company has maintained proper records of transactions and contracts in respect of trading in shares and other securities and timely entries have been made therein. All shares and securities have been held by the company in its own name.

15. According to information and explanations given to us, the terms and conditions, on which the company has given guarantee for loans taken by others from bank or financial institutions, are not prejudicial to the interest of the company, in view of the counter guarantee provided by such other person for the benefit of company which almost equals the amount of guarantee covered.

16. Based on information and explanations given to us and in our opinion, no term loan has been raised by the company during the year.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that the funds, raised on short-term basis were not used, for long-term investments.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The company has not issued any debentures.

20. The company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



For TAS ASSOCIATES Chartered Accountants Firm Registration No.: 10520 N

Sd/- (SUBODH GUPTA) Partner M. No. : 087099

Place : New Delhi Dated : 25th August, 2012


Mar 31, 2010

1. We have audited the attached Balance Sheet of Ajanta Soya Limited as at March 31st, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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-statements. 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 the 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 issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose 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 purpose 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, Profit and Loss Account and Cash Flow Statement, dealt with by this report, are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the applicable Accounting Standards referred to in section 211(3C) of the Companies Act, 1956.

e) On the basis of written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) To the best of our knowledge & belief, the provisions of Section 441A of the Companies Act, 1956 regarding the levy & collection of cess on turnover or gross receipts of the Company, have not yet been notified by the Central Government. Accordingly, the question of the compliance of the said section in terms of clause (g) of sub-section 3 of section 227 of the Companies Act, 1956 and clause 9 of the Annexure attached to our this report, does not arise.

g) In our opinion and to the best of our information and according the explanations given to us, the said accounts, together with the notes thereon, 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:

I. in the case of the Balance Sheet, of the state of affairs of the company, as at March 31st, 2010; and

II. in the case of the Profit and Loss Account, of the Profit of the company for the year ended on that date; and

III. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.



ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF AJANTA SOYA LIMITED FOR THE YEAR ENDED MARCH 31st, 2010.



1. a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) During the year, these fixed assets have been physically verified by the management in a phased manner which, in our opinion, is reasonable having regard to the size of the company and nature of its fixed assets. As mentioned to us no serious discrepancies were noticed by the management on such verification.

c) The company has not disposed off its substantial part of its fixed assets during the year.

2. a) The inventory has been physically verified by the management at reasonable intervals. In our opinion the frequency of verification is reasonable.

b) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies between physical inventory and the book records, as observed on verification, which were not material in relation to the size of the company, have been properly dealt with in the books of accounts

3. (i) a) The company has granted unsecured loan to one Party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.400.42 Lacs (PY.Rs 400.00) and the year-end balance of unsecured loans granted to such parties was Rs. 78.47 Lacs. (PY Rs 400.42).

b) The rate of interest and other terms and conditions on which unsecured loans have been granted are not, prima facie, prejudicial to the interest of the company.

c) The receipt of Principal amount and interest are regular as per stipulations if any. There is no overdue amount of loan granted during the year.

3. (ii) a) During the year, The company has taken unsecured loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.110.29 Lacs (PY. Rs 1990.20 Lacs) and the year-end balance of unsecured loans taken from such parties was Rs. Nil Lacs (PY Rs 249.95 Lacs).

b) The interest and other terms and conditions on which unsecured loans have been taken from companies listed in the register maintained under section 301 are not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts, wherever stipulated.

d) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purpose of purchase of inventory and fixed assets and for sale of goods. During the course of our audit, on random test check basis, no major weakness has been noticed in the internal controls in respect of these areas.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the value of five lakh rupees, in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to information and explanations given to us, the company has not accepted any deposits to which provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable.

7. In our opinion, the company has an adequate Internal Audit system commensurate with its size and nature of its business.

8. Pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, we are of the opinion that, prima facie, the prescribed accounts and records, relating to materials, labour and other items of cost, have been made and maintained.

9. a) According to the records of the company, the company is regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it.

b) According to the records of the company and information and explanations given to us, there are no dues of Sales Tax, Income Tax, Service Tax, Custom Duty, Wealth Tax, Excise Duty and Cess on account of any dispute except the following:

S No. Statute under which Amount Involved Forum at which dispute

Demand arise (Rs in Lacs) is pending

1. Income Tax Act A.Y 2001-02 1.50 CIT (A) IV New Delhi.

10. The company has no accumulated losses as on the balance sheet date. The company has not incurred any cash loss during the financial year covered by our audit or the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to banks. There are no dues payable to financial institutions or debenture holders on due date.

12 According to information and explanations given to us and based on the documents and records produced before us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, there is no special statute applicable to the company, hence provisions related to requirement of NOF, prudential norms for income recognition, appraisal of credit proposal etc. are not required to be complied by the company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that the company has maintained proper records of transactions and contracts in respect of trading in shares and other securities and timely entries have been made therein. All shares and securities have been held by the company in its own name.

15. According to information and explanations given to us, the terms and conditions, on which the company has given guarantee for loans taken by others from bank or financial institutions, are not prejudicial to the interest of the company, in view of the counter guarantee provided by such other person for the benefit of company which exceeds the amount of guarantee covered.

16. Based on information and explanations given to us and in our opinion, no term loan has been raised by the company during the year.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that the funds, raised on short-term basis were not used, for long-term investments.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The company has not issued any debentures.

20. The company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For TAS ASSOCIATES

Chartered Accountants

Firm Registration No. : 10520 N

Sd/-

Place : New Delhi (SUBODH GUPTA)

Dated:17th August, 2010 Partner

M. No. : 087099


Mar 31, 2009

1 We have audited the attached Balance Sheet of Ajanta Soya Limited as at March 31, 2009 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtam reasonable assurance about whether the financial statements are free of material mis-statements. 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 the 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 issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act. 1956, we enclose 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 knowledge and belief, were necessary for the purpose 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 ol those books;

c) The Balance Sheet. Profit and Loss Account and Cash Flow Statement, dealt with by this report, are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the applicable Accounting Standards referred to in section 211(3C) of the Companies Act, 1956.

e) On the basis of written representations 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.

0 To the best of our knowledge & belief, the provisions of Section 441A of the Companies Act, 1956 regarding the levy & collection of cess on turnover or gross receipts of the Company, have not yet been notified by the Central Government. Accordingly, the question of the compliance of the said section in terms of clause (g) of sub-section 3 of section 227 of the Companies Act, 1956 and clause 9 of the Annexure attached to our this report, does not arise.

g) In our opinion and to the best of our information and according the explanations given to us, the said accounts, together with the notes thereon, 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:

I. in the case of the Balance Sheet, of the state of affairs of the company, as at March 31, 2009; and

II. in the case of the Profit and Loss Account, of the Profit of the company for the year ended on that date; and

III. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF AJANTA SOYA LIMITED FOR THE YEAR ENDED MARCH 31, 2009.

1. a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

ii) During the year, these fixed assets have been physically verified by the management in a phased manner which, in our opinion, is reasonable having regard to the size of the company and nature of its fixed assets. As mentioned to us no serious discrepancies were noticed by the management on such verification.

c) The company has not disposed off substantial part of its fixed assets during the year.

2. a) The inventory has been physically verified by the management at reasonable intervals. In our opinion the frequency of verification is reasonable.

b) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies between physical inventory and the book records, as observed on verification, which were not material in relation to the size of the company, have been properly dealt with in the books of accounts

3. (i) a) The company has granted unsecured loan to one Party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.400.00 Lacs (PY. Rs NIL) and the year-end balance of unsecured loans granted to such parties was Rs. 400.42 Lacs. (PY Rs NIL).

b) The rate of interest and other terms and conditions on which unsecured loans have been granted are not, prima facie, prejudicial to the interest of the company.

c) The receipt of Principal amount and interest ate regular as per stipulations if any. There is no overdue amount of loan granted during the year.

3. (ii)a) The company has taken unsecured loan from Parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1990.20 Lacs (PY. Rs 175:65 Lacs) and the year-end balance of unsecured loans taken from such parties was Rs. 249.95 Lacs (PY Rs NIL Lacs).

b) The interest and other terms and conditions on which unsecured loans have been taken from companies listed in the register maintained under section 301 are not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts, wherever stipulated.

d) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purpose of purchase of inventory and fixed assets and for sale of goods. During the course of our audit, on random test check basis, no major weakness has been noticed in the internal controls in respect of these areas.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) According 10 the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the value of five lakh rupees, in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to information and explanations given to us, the company has not accepted any deposits to which provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable.

7. In our opinion, the company has an adequate Internal Audit system commensurate with its size and nature of its business.

8. Pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, we are of the opinion that, prima facie, the prescibed accounts and records, relating to materials, labour and other items of cost, have been made and maintained.

9. a) According to the records of the company, the company is regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax. Wealth Tax, Custom Duty, Exose Duty, Cess and other statutory dues applicable to it.

b) According to the records of the company and information and expanations given to us, there are no dues of Sales Tax, Income Tax, Service Tax, Custom Duty, Wearm Tax, Excise Duty and Cess on account of any dispute except the following:

S No. Statute under which Demand arise Amount Involved Forum at which dispute is pending (Rs in Lacs)

1. Income Tax Act 3.64 Commissioner of lncome Tax (Appeals;

10. The company has no accumulated losses as on the balance sheet da:e. The company has not incurred any a cash loss during the financial year covered by our audit or the immediately preceding financial year.

11. Based on our audit procedures and on the information ana explanations given by the management. we are of the opinion that the company has not defaulted in repayment of dues to banks. There are no dues payable to financial institutions or debenture holders except that the company has not pad interest dues of Rs. 0.90 lacs to LIC of India on due date. However the same has since been paid after the end of the financial year.

12 According to information and explanations given to us ana based on the documents and records produced before us. the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidrv mutual benefit fund / society. Therefore, there is no special statute applicable to the company, hence provisions related to requirement of NOF, prudential norms for income recognition, appraisal of credit proposal etc. are not required to be complied by the company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that the company has maintained proper records of transactions and contracts in respect of trading in shares and other securities and timely entries have been made therein. All shares and securities have been held by the company in its own name except investment in the Units of LIC profit Plus amounting to Rs. 13.57 lacs [Refer Note no 4 of part B of schedule N to the accounts.]

15. According to information and explanations given to us. the terms and conditions, on which the company has given guarantee for loans taken by others from bank or financial institutions, are not prejudicial to the interest of the company, in view of the counter guarantee provided by such other person for the benefit of company for the major part of guarantee covered.

16. Based on infotmation and explanations given to us and in our opinion, no term loan has been raised by the company during the year.

17. According to the information and explanation given to is and on an overall examination of the balance sheet of the company, we report that the funds, raised on short-term basis were not used, for long-term investments.

18. During the year, the company has not made any preferencal allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The company has not issued any debentures.

20. The company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements and as per the information and explanations given by the management we report that no fraud on or by the company has been noticed or reported during the course of our audit

For TAS ASSOCIATES Chartered Accountants

Sd/- Place : New Delhi (SUBODH GUPTA)

Dated : 25th August, 2009 Partner M. No. : 087099

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