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Auditor Report of Integrated Proteins Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of INTEGRATED PROTEINS LIMITED (CIN : L15400GJ1992PLC018426) ("the company"), 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 Principles generally accepted in India including Accounting Standards referred to in section 211 (3C) 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 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 judgement, 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 the 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, as the company has disposed off its entire Plant and Machineries i.e. substantial part of its fixed assets in the immediate preceeding year, the going concern status of the company is affected. The financial statements are prepared without affecting the going concern concept. Subject to that 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 Statement of Profit and Loss Account, of the PROFIT for the year ended on that date; and

[c] in the case of 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 issued by the Central Government of India in terms of section 227(4A) 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 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 Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act;

e. on the basis of written representation 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 section 274(1)(g) of the Act.

INTEGRATED PROTEINS LIMITED. (CIN : L15400GJ1992PLC018426)

ANNEXURE TO THE AUDITOR''S REPORT FOR YEAR ENDING ON 31-03-2014

1) in respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has disposed off its entire Plant and Machineries.As the substantial part of its fixed assets have been disposed off, the going concern status of the Company is affected.

2) In respect of its inventories:

The company does not have opening or closing inventories nor any manufacturing or trading activities during the year hence the related clauses are not applicable.

3) In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has taken loan from SIX parties. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs. 3409463.45 and the year-end balance is Rs. NIL.

b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the Company are not prima facie prejudicial to the interest of the Company.

c) The company being regular in repaying the principal amounts as stipulated and the parties have repaid the principal amounts as stipulated.

d) As explained to us and as certified by the Directors there is no overdue amount of loans taken from or granted to companies, firms or as certified by the directors other parties listed in the register maintained under section 301 of Companies Act, 1956.

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. During the course of our audit, we have not observed any continuing failure to correct any major weaknesses in internal control system.

5) In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered;

(b) In our opinion and according to the information and esplanations given to us, the transactions made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- 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 the information and explanations given to us, the company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the order are not applicable to the Company.

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

8) The requirement of cost audit is not applicable to the company.

9) In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date they becaming payable. According to the records of the Company, the disputed matters pending before appropriate authorities are shown in Annexure to Auditor''s Report.

10) In our opinion, the company has not incurred cash losses during the year under review,

however, accumulated losses of the company at the end of the year is Rs. 1,20,32812.14 which is more than fifty percent of its net worth.

11) Based on our audit procedures and according to the information and explanation given to us, we are of the openion that the Company has not defaulted in repayment of dues to financial institutions, banks.

12) In our openion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13) In our openion, the Company is not a chit fund/ nidhi mutual benefit fund/ society. Therefore, the provisions of clause (xiii) of paragraph 4 of the order are not applicable to the Company.

14) The Company is not dealing or trading in shares, securities, debentures and other investments.

15) The Company has given guarantees for loans taken by other from banks or financial institutions. According to the information and explanation given to us, we are of opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the company.

16) In our opinion, the term loans have been applied for the purposes for which they were raised.

17) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we are of opinion that there are no funds raised on short-term basis have been used for long-term investment and vice versa.

18) 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 did not have any outstanding debentures during the year.

20) The company has not raised any monies by way of public issues during the year.

21) In our opinion and according to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

For, M/S D.S. VARIA & co., Chartered Accountants

Proprietor (CA. Dipak S. Varia) Membership No. 040065 F.R.N. 111816w

PLACE: JAMNAGAR DATE : 29th May, 2014.


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of INTEGRATED PROTEINS LIMITED ("the company"), which comprise the Balance Sheet as at March 31, 2013 and the Statement Of Profit and Loss and Cash Flow Statement for the year then ended, and a sum- mary 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 Principles generally accepted in India including Accounting Standards referred to in section 211 (3C) 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 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 judgement, 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 circum- stances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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, as the company has disposed off its entire Plant and Machineries i.e. substantial part of its fixed assets, the going concern status of the company is affected. The financial statements are prepared without affecting the going concern concept. Subject to that the financial statements give the infor- mation 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 Account, of the PROFIT for the year ended on that date; and

[c] in the case of 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 issued by the Central Govern- ment of India in terms of section 227(4A) 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 Com- pany so far as appears from our examination of those books.

c. The Balance Sheet, the 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 Balance Sheet, the statement of Profit and Loss, and Cash Flow State- ment comply with the Accounting Standards referred to in section 211(3C) of the Act;

e. on the basis of written representation 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 section 274(1 )(g) of the Act.

ANNEXURE TO THE AUDITOR''S REPORT FOR YEAR ENDING ON 31.03.2013

1) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quanti- tative details and situation of its fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets have been physically verified by the manage- ment in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has disposed off its entire Plant and Machineries.As the substantial part of its fixed assets have been disposed off, the going concern status of the Company is affected. .

2) In respect of its inventories:

The company does not have opening or closing inventories nor any manufacturing or trading activities during the year hence the related clauses are not applicable.

3) In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Sec- tion 301 of the Companies Act, 1956:

a) The Company has taken loan from SIX parties. In respect of the said loans, the maxi- mum amount outstanding at any time during the year was Rs. 3409463.45 and the year- end balance is Rs. 3409463.45

b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the Company are not prima facie prejudicial to the interest of the Company.

c) The company being regular in repaying the principal amounts as stipulated and the parties have repaid the principal amounts as stipulated.

d) There is overdue amount of loans taken from or granted to companies, firms or as certified by the directors other parties listed in the register maintained under sec- tion 301 of Companies Act,1956. As explained by the directors that the same is due to certain unsettled issues waiting for certain clarifications.

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. During the course of our audit, we have not observed any continuing failure to correct any major weaknesses in internal control system.

5) In respect of the contracts or arrangements referred to in Section 301 of the Compa- nies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the trans- actions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so en- tered;

(b) In our opinion and according to the information and explanations given to us, the trans- actions made in pursuance of contracts / arrangements entered in the Register main- tained under section 301 of the Companies Act, 1956 and exceeding the value of Rs 5,00,0000 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 the information and explanations given to us, the company has not ac- cepted any deposits from the public. Therefore, the provisions of Clause (vi) of para- graph 4 of the order are not applicable to the Company.

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

8) The requirement of cost audit is not applicable to the company.

9) In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provi- dent Fund, Investor Education and Protection Fund, Employees''State Insurance, In- come Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate au- thorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date they becaming payable. Ac- cording to the records of the company, the disputed matters pending before appropriate authorities are shown in Annexure to Auditor'' s Report.

10) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth.

11) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions,banks.

12) In our opinion and according to the explanations given to us and based on the informa- tion available, no loans and advances have been granted by the Company 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/ nidhi mutual benefit fund/ society. Therefore, the provisons of clause (xiii) of paragraph 4 of the order are not applicable to the Company.

14) The Company is not dealing or trading in shares, securities, debentures and other in- vestments.

15) The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanation given to us, we are of opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the company.

16) In our opinion, the term loans have been applied for the purposes for which they were raised.

17) According to the information and explanation given to us and on an overall examina- tion of the Balance Sheet of the Company,we are of opinion that there are no funds raised on short-term basis have been used for long-term investment and vice versa.

18) 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 did not have any outstanding debentures during the year.

20) The company has not raised any monies by way of public issues during the year.

21) In our opinion and according to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.



PLACE : JAMNAGAR FOR, M/S. D. S. VARIA & CO.,

DATE : 24.05.2013 Chartered Accountants



Proprietor

DIPAK S. VARIA

(Membership No. 40065)

FRN : 111816W


Mar 31, 2010

1. We have audited the attached BALANCE SHEET of INTEGRATED PROTEINS LIMITED - JAMNAGAR as at 31 ST MARCH 2010 the related PROFIT AND LOSS ACCOUNT and CASH FLOW STATEMENT for the year ended on that date of the Company annexed thereto, which we have signed under reference to this report. These Financial Statements are the Responsibility of the Companys Management. Our Responsi- bility is to express an opinion on these financial statements based on our Audit.

2. We have 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.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report)(Amendment) Order, 2004 (together, the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956,of India (the Act), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, 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 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 Accounts as required by law have been kept by the company so far as appears from our examination of the books.

(iii) The BALANCE SHEET, and PROFIT AND LOSS ACCOUNT and CASH FLOW STATEMENT dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the PROFIT AND LOSS ACCOUNT, and the BALANCE SHEET and CASH FLOW STATE- MENT comply with the accounting standards referred to sub-section (3C) of section 211 of the Compa- nies Act,1956.

5. On the basis of written representations received from the director and taken on record by the Board of Directors, We Report that none of the said directors are disqualified as on 31 ST MARCH 2010 from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts read with and subject to the notes thereon, give in the prescribed manner the information required by the COMPANIES ACT, 1956 and give a TRUE AND FAIR VIEW in conformity with the account- ing principles generally accepted in India.

(a) In the case of BALANCE SHEET of the state of Companies affairs as at 31st March, 2010 and

(b) In the case of the PROFIT AND LOSS ACCOUNT of the LOSS for the year ending on that date; and

(c) In the case of the CASH FLOW STATEMENT, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDIT REPORT FOR THE PERIOD ENDED 31.03.2010 CLAUSE NUMBER AND REMARKS :

(i) (a) The company has maintained proper records showing full Particulars including quantitative details and situation of fixed assets.

(b) All the assets have been physically verified by the management during the year and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year under audit Company has entered in the deal to sale of total plant & machinery of solvent extraction plant with M/S. SAHARA GOLD INDUSTRIES of Nanded for Rs.115.00 lac plus tax. A deposit of Rs.10.00 lac is received. The sale will be completed during F.Y.2010-11.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. As certified by the directors the stock of inventory being useless and the full value of the same may not be realized if it is sold out in the open market.

(b) The procedures of physical verification of inventories followed by the manage- ment are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company has maintained proper records of inventory. As explained to us, there was no material discrepancy noticed on physical verification of inventories as compared to the book records.

(iii) (a) The company has opening balance of loan taken from SIX parties covered in the register maintained under section 301 of the companies Act, 1956 from the direc- tors and their associates. Maximum amount involved during the year was Rsi 34,09,463.45 and the outstanding at the year end is Rs:34.09.463.45

(b) The loans and advances given and taken by the company and the interest paid or received and the terms and conditions on which loans are received / granted are not prima facie prejudicial to the interest of the company.

(c) The company is being regular in repaying the principal amounts as stipulated and the parties have repaid the principal amounts as stipulated.

(d) There is overdue amount of loans taken from or granted to companies, firms or as certified by the Directors other parties listed in the register maintained under section 301 of the Companies Act, 1956. As explained by the directors that the same is due to certain unsettled issues waiting for certain clarifications.

(iv) 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. In our opinion and according to the information and explana- tions given to us, there are adequate internal controls with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct any major weaknesses, If any.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transaction that needs to be entered in to the register. Maintained under section 301 of the companies Act 1956 has been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the reg- ister maintained under section 301 of the Companies Act 1956 and exceeding the value of rupees five Lacs 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.

(vi) The company has not accepted deposits from the public, hence the question of report- ing the contraventions to the provisions of sections 58A and 58AA of Rules, 1975 with regard to the deposits accepted from the public, doesnt arises.

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

(viii) The company is manufacturing concern. However, as explained that due to non-parity of the product, directors are of the view that conducting own work is not profitable. In this circumstances question of broadly reviewing the books of account relating to ma- terials, labour and other items of cost maintained by the company 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 do not arise and we are of the opinion that Prima facie the prescribed accounts and records have been made and maintained.

(ix) (a) Where ever applicable the company is regularly depositing with appropriate au- thorities undisputed statutory dues including provident fund, investor education protection fund, employees, state insurance, income tax, sales tax, wealth tax, value addition tax, custom duty, excise duty, cess and other material statutory dues applicable to it. (b)(i) According to the information and explanations given to us and the records exam- ined by us, the company is regular in depositing with appropriate authorities un- disputed statutory dies including Provident Fund, Investor Education and Protec- tion Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service-Tax, Customs duty, Education-Cess and other statutory dues wherever applicable. According to the information and explanations given to us, no undis- puted arrears of statutory dues were outstanding as on 30th September, 2009 for the period of more than six months from the date they become payable.

[b](ii) According to the records of the company examined by us and information and explanations given to us there is no due for vat, sales tax, wealth tax. service tax custom duty, excise duty, cess which are disputed and not paid except of income tax stated below for which amount are disputed but has been adjusted / paid by the company.

Assessment Name of the Nature Amount[Rs.] Forum where dispute is Year Statute of dues pending

2001-02

2002-03

2003-04 Income tax Regular No un paid Commissioner of income

2004-05 demand amount tax-appeals, Jamnagar

2007-08

(x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit of Rs.14743.73.

(xi) In our opinion and according to the information and explanations given to us the com- pany has not defaulted in repayment of dues to a financial institution, bank or deben- tures and other securities.

(xii) We are of the opinion that the company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, deben- tures and other investments. Accordingly, the provisions of clause 4(xiv) of the Com- panies (Auditors Report) Order 2003 are not applicable to the Company.

(xv) In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

(xvii) According to the information and explanations given to us and on an overall examina- tion of the balance sheet of the company, we report that the no funds raised on short- term basis have been used for long-term investment. And no long-term funds have been used to finance short-term assets except permanent working capita!.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register main- tained under section 301 of the Act. In this circumstances question of giving our opin- ion about the prices at which shares have been issued does not arise.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures or has created security in respect of debentures issued.

(xx) During the year company has not issued any shares to the public through public issue hence question of verification and the end use of money raised by public issues as disclosed in the notes to the financial statements do not arise.

(xxi) According to the information and explanations given to us, no fraud on or by the com- pany as been notices or reported during the course of our audit.

PLACE: JAMNAGAR [B.H.VYAS] Membership No. 13884 PROPRIETOR B. H. VYAS AND CO. DATE : 28.05.2010 CHARTERED ACCOUNTANTS


Mar 31, 2009

1. We have audited the attached BALANCE SHEET of INTEGRATED PROTEINS LIMITED - JAMNAGAR as at 31 ST MARCH 2009 the related PROFIT AND LOSS ACCOUNT and CASH FLOW STATEMENT for the year ended on that date of the Company annexed thereto, which we have signed under reference to this report. These Financial Statements are the Responsibility of the Companys Management. Our Responsi- bility is to express an opinion on these financial statements based on our Audit.

2. We have 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.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report)(Amendment) Order, 2004 (together, theOrder) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956,of India (the Act), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, 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 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 Accounts as required by law have been kept by the company so far as appears from our examination of the books.

(iii) The BALANCE SHEET, and PROFIT AND LOSS ACCOUNT and CASH FLOW STATEMENT dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the PROFIT AND LOSS ACCOUNT, and the BALANCE SHEET and CASH FLOW STATE- MENT comply with the accounting standards referred to sub-section (3C) of section 211 of the Compa- nies Act, 1956.

5. On the basis of written representations received from the director and taken on record by the Board of Directors, We Report that none of the said directors are disqualified as on 31 ST MARCH 2009 from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts read with and subject to the notes thereon, give in the prescribed manner the information required by the COMPANIES ACT, 1956 and give a TRUE AND FAIR VIEW in conformity with the account- ing principles generally accepted In India.

(a) In the case of BALANCE SHEET of the state of Companies affairs as at 31st March, 2009 and

(b) In the case of the PROFIT AND LOSS ACCOUNT of the LOSS for the year ending on that date; and

(c) In the case of the CASH FLOW STATEMENT, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDIT REPORT FOR THE PERIOD ENDED 31.03.2009 CLAUSE NUMBER AND REMARKS :

(1a) The company has maintained proper records showing full Particulars including quanti- tative details and situation of fixed assets.

(b) All the assets have been physically verified by the management during the year and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepan- cies were noticed on such verification.

(c) During the year, the company has not disposed off a major part of the plant and ma- chinery. In these circumstances there is no question for reporting the same.

(2a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. As certified by the directors the stock of inventory being useless and the full value of the same may not be realized if it is sold out in the open market.

(b) 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 company has maintained proper records of inventory. As explained to us, there was no material discrepancy noticed on physical verification of inventories as com- pared to the book records.

(3a) The company has taken loan from SIX parties covered in the register maintained under section 301 of the companies Act, 1956 from the directors and their associates. Maxi- mum amount involved during the year was Rs:Rs:43.59.463.45 and the outstanding at the year end is Rs:34.09.463.45

(b) The loans and advances given and taken by the company and the interest paid or received and the terms and conditions on which loans are received / granted are not prima facie prejudicial to the interest of the company.

(c) The company is being regular in repaying the principal amounts as stipulated and the parties have repaid the principal amounts as stipulated.

(d) There is overdue amount of loans taken from or granted to companies, firms or as certified by the Directors other parties listed in the register maintained under section 301 of the Companies Act, 1956. As explained by the directors that the same is due to certain unsettled issues waiting for certain clarifications.

(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. In our opinion and according to the information and explana- tions given to us, there are adequate internal control with regard to purchases of inven- tory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct any major weaknesses, If any.

(5a) According to the information and explanations given to us, we are of the opinion that the transaction that needs to be entered in to the register Maintained under section 301 of the companies Act 1956 has been so entered.

(b) In our opinion and according to the information and explanations given to us, the trans- actions made in pursuance of contracts or arrangements entered in the register main- tained under section 301 of the Companies Act 1956 and exceeding the value of rupees five Lacs 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) The company has not accepted deposits from the public, hence the question of re- porting the contraventions to the provisions of sections 58A and 58AA of Rules, 1975 with regard to the deposits accepted from the public, doesnt arises.

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

(8) The company is manufacturing company. However, as explained that due to non-parity of the product, directors are of the views that running own work is not profitable. In these circumstances, they have given the factory on lease for running and using the production facilities of the company. However, the lease has expired in the October end and still the company also has not carried out the production. Meanwhile com- pany is exploring the possibilities to re lease or re starts its own work. In this circum- stance question of broadly reviewing the books of account relating to materials, labour and other items of cost maintained by the company 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 do not arise and we are of the opinion that Prima facie the prescribed accounts and records have been made and maintained.

(9a) Where ever applicable the company is regularly depositing with appropriate authori- ties undisputed statutory dues including provident fund, investor education protection fund, employees, state insurance, income tax, sales tax, wealth tax, value addition tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, there are no dues of income tax, sales tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

Assessment Name of the Nature of Amount [Rs.] Forum where dispute is Year Statute dues pending

Nil Nil Nil Nil Nil

TOTAL Nil Nil Nil Nil

(10) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has also not incurred cash losses during the financial year covered by our audit.

(11) In our opinion and according to the information and explanations given to us the com- pany has not defaulted in repayment of dues to a financial institution, bank or deben- tures and other securities.

(12) We are of the opinion that the company has maintained adequate records where the company has granted loans and 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, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(14) In our opinion, the company is not dealing in or trading in shares, securities, deben- tures and other investments. Accordingly, the provisions of clause 4(xiv) of the Com- panies (Auditors Report) Order 2003 are not applicable to the Company.

(15) In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

(16) According to the information and explanations given to us and on an overall examina- tion of the balance sheet of the company, we report that the no funds raised on short- term basis have been used for long-term investment. And no long-term funds have been used to finance short-term assets except permanent working capital.

(17) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register main- tained under section 301 of the Act. In this circumstances question of giving our opin- ion about the prices at which shares have been issued does not arise.

(18) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures or has created secu- rity in respect of debentures issued.

(19) During the year company has not issued any shares to the public through public issue hence question of verification and the end use of money raised by public issues as disclosed in the notes to the financial statements do not arise.

(20) According to the information and explanations given to us, no fraud on or by the com- pany as been notices or reported during the course of our audit.

PLACE : JAMNAGAR [ B. H. WAS ]

Membership No. 13884 PROPRIETOR B. H. WAS AND CO. DATE : 30.06.2009 CHARTERED ACCOUNTANTS

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