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Auditor Report of Indsoya Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Indsoya Ltd, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and 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"). 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 or 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 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 Profit and Loss Account, of the profit/ loss 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.

Emphasis of matter:

1. Fall in market value of Investment by Rs 19.40 lacs as in the opinion of management the same is considered as temporary in nature, hence no provision has been made.

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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

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 and with the returns received from branches not visited by us;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE "A" TO THE AUDITORS'' REPORT

(Referred to in Paragraph of the Auditors'' Report of even date to the members of INDSOYA LTD. on the financial statements for the year ended 31st March 2014)

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. We are informed that fixed assets were verified by the management at the end of the year and no material discrepancy was noticed on such verification by the management. No assets have been disposed off during the year.

2. a. As informed, the Stock of finished/traded goods of the Company (excepting those lying with third party etc.) have been physically verified by the management during the year, which in our opinion is reasonable.

b. According to the information and explanations given to us, the procedures of physical verification of inventories followed by the Company are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and according to the information and explanations given to us, the discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account. However there is no stock at the end of the year.

3. a) The company has not taken unsecured loans from companies, firms listed in the register maintained under section 301 of the Companies Act, 1956. The company has granted unsecured loans to companies listed in the register maintained under section 301 of the Companies Act, 1956 Rs 73.45 lacs.

b) In our opinion the terms & conditions of loan granted is not prejudicial to the interest of the company.

c) Principal as well as interest are received regularly.

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 purchase of goods, securities and for the sale of goods, securities.

5. As explained to us, in case of transactions exceeding the value of Rs 5 Lakhs in the financial year in respect of any party (a) the transaction need to be entered into a register in pursuance of Section 301 of the companies act,1956 have been so entered, (b) in our opinion these transaction have been made at the prices which are reasonable having regards to prevailing market price at relevant price

6. The company has not accepted deposit from public.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. According to the information and explanation given to us, maintenance of cost records have not been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956 with regard to the nature of business of the company.

9. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income-tax, Wealth-tax, Sales Tax, Service tax, Customs duty and Excise duty were outstanding, as at 31st March, 2014 for a period of six months from the date they became payable. We have been informed that there is no disputed statutory liability pending at the end of the year.

10. The company does not have any accumulated losses as at financial year and it has not incurred cash loss in the financial year or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks or Debentures holders.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debenture and other securities. Hence, there is no need to maintain the records regarding security of loans.

13. As the company is not Chit fund, Nidhi or mutual benefit society, the question of application of special statue does not arise.

14. The company has maintained proper records of the transactions and contracts of investments in shares and has also made timely entries therein. The shares held by the company at the end of the year are in its own name.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not obtained any term loan during the year.

17. The Company has not raised any fund during the year.

18. The Company has not made any preferential allotment of shares during the year.

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

20. The Company has not raised any money by public issue during the year.

21. During the checks carried out by us, any frauds on or by company has not been noticed or reported during the year under report.



For SHANKARLAL JAIN & ASSOCIATES Chartered Accountants Place: Mumbai Firm Reg. No.109901 W Date : 29/05/2014 S.L. Agrawal (PARTNER) Membership No. 72184


Mar 31, 2010

We have audited the attached Balance Sheet of INDSOYA LTD, as at 31st March, 2010, the Profit and Loss Account and 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

i) 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;

ii) 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;

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

iv) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) 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.

vi) In our opinion and to the best if our information and according to the explanation given to us, the said accounts subject to note No.7 in respect non-provision of fall in market value of investments of Rs.1967133/- and read together with other notes thereon given in schedule V gives the information required by the Companies Act, 1956, in the matter so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b. in case of the Profit and Loss Account, of the profit for the year ended on that date.

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

ANNEXURE "A" TO THE AUDITORS REPORT

(Referred to in Paragraph 3 of the Auditors Report of even date to the members of INDSOYA LTD. on the financial statements for the year ended 31st March 2010)

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets We are informed that fixed assets were verified by the management at the end of the year and no material discrepancy was noticed on such verification by the management. No assets have been disposed off during the year.

a. As informed, the Stock of finished/traded goods of the Company (excepting those lying with third party etc.) have been physically verified by the management during the year, which in our opinion is reasonable

b. According to the information and explanations given to us, the procedures of physical verification of inventories followed by the Company are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and according to the information and explanations given to us, the discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account.

3. The company has not taken unsecured loans from companies, firms listed in the register maintained under section 301 of the Companies Act, 1956. The company has also not granted unsecured loans to companies listed in the register maintained under section 301 of the Companies Act, 1956 except advance against purchases of Rs 184.70 lacs to a company. Therefore, other relavant clauses are not applicable to the company.

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 purchase of goods, securities and for the sale of goods securities.

5. As explained to us, in case of transactions exceeding the value of Rs 5 Lakhs in the financial year in respect of any party (a) the transaction need to be entered into a register in pursuance of Section 301 of the companies act,1956 have been so entered, (b) in our opinion these transaction have been made at the prices which are reasonable having regards to prevailing market price at relevant price

6. The company has not accepted deposit from public.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. According to the information and explanation given to us, maintenance of cost records have not been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956 with regard to the nature of business of the company.

9. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income-tax, Wealth-tax, Sales Tax, Service tax ,Customs duty and Excise duty were outstanding, as at 31st March, 2010 for a period of six months from the date they became payable. We have been informed that there is no disputed statutory liability pending at the end of the year.

10. The company does not have any accumulated losses as at financial year and it has not incurred cash loss in the financial year or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks or Debentures holders.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debenture and other securities. Hence, there is no need to maintain the records regarding security of loans.

13. As the company is not Chit fund, Nidhi or mutual benefit society, the question of application of special statue does not arise.

14. The company has maintained proper records of the transactions and contracts of investments in shares and has also made timely entries therein. The shares hed by the company at the end of the year are in its own name .

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not obtained any term loan during the year.

17. The Company has not raised any fund during the year.

18. The Company has not made any preferential allotment of shares during the year.

19. The Company has not issued any debentures.

20. The Company has not raised any money by public issue during the year.

21. During the checks carried out by us, any frauds on or by company has not been noticed or reported during the year under report.

For SHANKARLAL JAIN & ASSOCIATES

CHARTERED ACCOUNTANTS

S.L. Agrawal

PARTNER

Place : Mumbai M NO 72184

Date 30/3/20l0


Mar 31, 2009

We have audited the attached Balance Sheet of INDSOYA LTD, as at 31st March, 2009, the Profit and Loss Account and 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant Estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

i) 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;

ii) 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;

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

iv) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) 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.

vi) In our opinion and to the best if our information and according to the explanation given to us, the said accounts subject to note No.7 in respect non- provision of fall in market value of investments of Rs.1967133/- and read together with other notes thereon given in schedule 7 gives the information required by the Companies Act, 1956, in the matter so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2009; and

b. in case of the Profit and Loss Account, of the profit for the year ended on that date.

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

(Referred to in Paragraph 3 of the Auditors Report of even date to the members of INDSOYA LTD. on the financial statements for the year ended 31st March 2009)

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. We are informed that fixed assets were verified by the management at the end of the year and no material discrepancy was noticed on such verification by the management. No assets have been disposed off during the year.

2. a. As informed, the Stock of finished/traded goods of the Company (excepting those lying with third party etc.) have been physically verified by the management during the year, which in our opinion is reasonable.

b. According to the information and explanations given to us, the procedures of physical verification of inventories followed by the Company are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and according to the information and explanations given to us, the discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account.

3. The company has not taken unsecured loans from companies, firms listed in the register maintained under section 301 of the Companies Act, 1956. The company has also not granted unsecured loans to companies listed in the register maintained under section 301 of the Companies Act, 1956 except advance against purchases of Rs 205.36 lacs to a company. Therefore, other relavant clauses are not applicable to the company. *

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 purchase of goods, securities and for the sale of goods , securities.

5. The company has transactions in pursuance of contracts or arrangements duly entered in the register maintained under section 301 of the Companies Act, 1956 in respect of each party have been made.

6. The company has not accepted deposit from public.

7. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income-tax, Wealth-tax, Sales tax ,Customs duty and Excise duty were outstanding, as at 31st March, 2009 for a period of six months from the date they became payable. We have been informed that there is no disputed statutory liability pending at the end of the year.

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks or Debentures holders.

9. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debenture and other securities. Hence, there is no need to maintain the records regarding security of loans.

10. As the company is not Chit fund, Nidhi or mutual benefit society, the question of application of special statue does not arise.

11. The company has maintained proper records of the transactions and contracts of investments in shares and has also made timely entries therein. The shares held by the company at the end of the year are in its own name .

12. During the checks carried out by us, any frauds on or by company has not been noticed or reported during the year under report.

13. In our opinion, provisions of Para 4A (vii),(viii), (x) , (xv) to (xx) are not applicable to the company.

For SHANKARLAL JAIN & ASSOCIATES CHARTERED ACCOUNTANTS

S.L. Agrawal

PARTNER M NO 72184

Place : Mumbai

Date : 31/07/2009

 
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