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Auditor Report of Kothari Fermentation & Biochem Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Kothari Fermentation & Biochem Limited ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone 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 standalone 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 standalone 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 31 March 2015 and 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with in this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board o-: Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit anc Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements (Refer Note 27 to the financial statements);

ii. the Company did not have any long -term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There was no amount which was required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report (Referred to in paragraph 1 of our 'Report on Other Legal and Regulatory Requirements)

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

(b) The fixed assets were physically verified by the management in accordance with regular programme of verification which, ir our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to, no material discrepancies were notices on such verification.

(ii) (a) As explained to us inventories have been physically verified by the management at regular intervals during the year.

(b) In our opinion, procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company is maintaining proper records of inventory. We have been explained that discrepancies noticed on physical verification as compared to book records were not material and the same have been properly dealt with in the books o-: account

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other 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, 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, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal contro system.

(v) According to the information and explanations given to us, the Company has not accepted any deposits, under the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under during the year under report.

(vi) According to the information and explanations given to us, the Central Government has not specified the maintenance of cost records under section 148(1) of the Companies Act, 2013 in respect of the Company's products.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records, the Company has generally been regular in depositing undisputed statutory dues including provident fund, employees' state insurance dues, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund employees' state insurance dues, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

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

(d) According to the information and explanations given to us, there was no amount which was required to be transferred to the Investor Education and Protection Fund by the Company.

((viii) 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.

(ix) Based on our audit procedures and on the information and explanation given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution and banks. There were no debenture holders during the year under audit.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have beer applied for the purposes for which they were raised

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

for Nahata Jain & Associates Chartered Accountants Firm Regn. No. 016351-N

Place: New Delhi (CA Anil K Jain]- Date: 30th May, 2015 Partner, M. No.93912


Mar 31, 2014

We have audited the accompanying financial statements of Kothari Fermentation and Biochem Limited ("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 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 Responsibitlity

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 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") 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, 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, 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 referred to in paragraph-1 of Section "Report on Other Legal and Regulatory Requirements" of our report of even date Re: KOTHARI FERMENTATION AND BIOCHEM LIMITED (the Company) for the year ended 31 March 2014)

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

01. In respect of its fixed assets:

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

b) As explained to us, the fixed assets have been physically verified by the management during the year, 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 not disposed of substantial part of fixed assets during the year and the going concern status of the company is not affected.

02. In respect of inventories

a) As explained to us inventories have been physically verified by the management at regular intervals during the year.

b) In our opinion, procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business

c) In our opinion, the company is maintaining proper records of inventory. We have been explained that discrepancies noticed on physical verification as compared to book records were not material and the same have been properly dealt with in the books of account.

03. In respect of 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) During the year, the company has granted unsecured loan to one party covered in the register maintained u/s 301 of the Companies Act, 1956 and the same was received back during the year. The amount involved was '' 97.38 lacs. However, during the year no interest has been charged on such accounts.

b) During the year, the company has taken unsecured loan from two party covered in the register maintained u/s 301 of the Companies Act, 1956 and repaid back the same during the year. The amount involved was Rs.19.00 lacs and no interest has been paid during the year on such account. In our opinion the terms and conditions of unsecured loan taken by the company, are not, prima-facie, prejudicial to the interest of the company.

04. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventories and fixed assets and sale of goods. During the course of our audit, we have not observed any major weaknesses in internal control system.

05. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance to Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction, if any, made in pursuance of contract or arrangements entered in the registers maintained under Section 301 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 price at the relevant time.

06. The company has not accepted any deposits from the public thus the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

07. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

08. We have broadly reviewed the books of accounts 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 Act in respect of the Company''s products to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete.

09. In respect of statutory dues:

a) According to the information and explanations given to us and on the basis of our examination of the records of the company, the company is generally regular in depositing the undisputed statutory dues including provident fund, ESI contributions, income tax, service tax, cess and other statutory dues as applicable with appropriate authorities except few cases of delays in deposit of ESI contributions and tax deducted at source. According to the information and explanations given to us, generally there are no undisputed amounts payable in respect of statutory dues which have remained outstanding as at 31st March, 2014 for a period of more than six months.

b) According to the information and explanations given to us and as per the books and records examined by us, there are no dues of income tax, sales tax, service tax, wealth tax, excise duty, custom duty, cess, etc., which have not been deposited on account of any dispute, except following:

Name of the Nature of dues Amount involved Period Forum where dispute Statute ('' in Lacs) is pending

Central Excise Act Demand of duty due to 2.52 1994-95 Dy. Commiss -ioner, non-allowability of expenses Central Excise, Division V, Noida

10. The company has no accumulated losses as at 31st March, 2014. The company has not incurred any cash losses in the financial year under report and in the immediately preceding financial year.

11. According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to the financial institutions or banks. The company has no debenture holders.

12. In our opinion and according to the information and explanation given to us, 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 or a nidhi / mutual benefit fund/society. Accordingly clause (xiii) of para no. 4 of the Companies (Auditor''s Report) (amended) Order, 2004 is not applicable.

14. According to the information & explanation given to us the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of para no.4 of the Order is not applicable.

15. According to the information & explanation given to us and on our overall examination of balance sheet of the company we are of the opinion that the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were raised.

17. According to the information and explanation given to us and on our overall examination of the balance sheet of the company, we are of the opinion that no funds raised on short term basis have been used for long term purposes.

18. During the year, the Company has not made any preferential allotment of shares.

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

20. The company has not made any public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For NAHATA JAIN & ASSOCIATES

Chartered Accountants Regn. No. 016351-N

(CA ANIL K. JAIN)

Partner, M. No.93912

Place: New Delhi

Date : 30th May, 2014


Mar 31, 2013

We have audited the accompanying financial statements of Kothari Fermentation And Biochem 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 summary of significant accounting policies and other explanatory information.

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.

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. In our opinion and to the best of our information and according to the txplanations 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, 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.

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, 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, 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, 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 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 REFERRED TO IN PARA-1 OF THE AUDITORS'' REPORT TO THE MEMBERS OF KOTHARI FERMENTATION AND BIOCHEM LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31.03.2013.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:- 01. In respect of its fixed assets:

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

b) As explained to us, the fixed assets have been physically verified by the management during the year, 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 not disposed of substantial part of fixed assets during the year and the going concern status of the company is not affected.

02. In respect of inventories

a) As explained to us inventories have been physically verified by the management at regular intervals during the year.

b) In our opinion, procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business

c) In our opinion, the company is maintaining proper records of inventory. We have been explained that discrepancies noticed on physical verification as compared to book records were not material and the same have been properly dealt with in the books of account

03. In respect of 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) During the year, the company has granted unsecured loan to two parties covered in the register maintained u/s 301 of the Companies Act, 1956 and the same was received back during the year. The amount involved was Rs. 182.10 lacs. However, during the year no interest has been charged on such accounts.

b) During the year, the company has taken unsecured loan from one party covered in the register maintained u/s 301 of the Companies Act, 1956 and repaid back the same during the year. The amount involved was Rs.2.65 lacs and no interest has been paid during the year on such account. In our opinion the terms and conditions of unsecured loan taken by the company, are not, prima-facie, prejudicial to the interest of the company.

04. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventories and fixed assets and sale of goods. During the course of our audit, we have not observed any major weaknesses in internal control system.

05. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance to Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction, if any, made in pursuance of contract or arrangements entered in the registers maintained under Section 301 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 price at the relevant time.

06. The company has not accepted any deposits from the public thus the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

07. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

08. We have broadly reviewed the books of accounts 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 Act in respect of the Company''s products to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete.

09. In respect of statutory dues:

a) According to the information and explanations given to us and on the basis of our examination of the records of the company, the company is generally regular in depositing the undisputed statutory dues including provident fund, ESI contributions, income tax, service tax, cess and other statutory dues as applicable with appropriate authorities except few cases of delays in deposit of provident fund, ESI contributions and tax deducted at source. According to the information and explanations given to us, generally there are no undisputed amounts payable in respect of statutory dues which have remained outstanding as at 31st March, 2013 for a period of more than six months.

b) According to the information and explanations given to us and as per the books and records examined by us, there are no dues of income tax, sales tax, service tax, wealth tax, excise duty, custom duty, cess, etc., which have not been deposited on account of any dispute, except following:

Name of the Nature of dues Amount involved Period Forum where

Statute (Rs. in Lacs) dispute is pending

Central Excise Act Demand of duty due to 2.52 1994-95 Dy. Commissioner,

non-allowability of expenses Central Excise,

Division V, Noida

10. The company has no accumulated losses as at 31st March, 2013. The company has not incurred any cash losses in the financial year under report and in the immediately preceding financial year.

11. According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to the financial institutions or banks. The company has no debenture holders.

12. In our opinion and according to the information and explanation given to us, 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 or a nidhi / mutual benefit fund/society. Accordingly clause (xiii) of para no. 4 of the Companies (Auditor''s Report) (amended) Order, 2004 is not applicable.

14. According to the information & explanation given to us the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of para no.4 of the Order is not applicable.

15. According to the information & explanation given to us and on our overall examination of balance sheet of the company we are of the opinion that the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were raised.

17. According to the information and explanation given to us and on our overall examination of the balance sheet of the company, we are of the opinion that no funds raised on short term basis have been used for long term purposes.

18. During the year, the Company has not made any preferential allotment of shares.

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

20. The company has not made any public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For NAHATA JAIN & ASSOCIATES

Chartered Accountants

Regn. No. 016351-N

(ANIL K. JAIN)

Partner, M. No.93912

Place : New Delhi

Date : 30th May, 2013


Mar 31, 2012

We have audited the attached Balance Sheet of KOTHARI FERMENTATION AND BIOCHEM LIMITED as at 31st March, 2012 and also the Profit & Loss Account and the Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibilities of company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 misstatement. An audit includes examining on the 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 and further report that:

1. As required by the Companies (Auditor's Report) (Amendment) Order 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act.,1956, we enclose in the Annexure a statement on matters specified in paragraphs 4 and 5 of said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we state 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 of head office, works and branch offices;

c. The Balance Sheet, Profit & Loss Account and the Cash Flow Statement referred to in this report are in agreement with the books of account.

d. The Balance Sheet, Profit and Loss Account and the Cash Flow Statement of the Company, comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956, in so far as they are applicable to the company.

e. On the basis of the written representations received from the directors and taken on record by the Board of Directors, we report that none of the said directors are disqualified as on 31st March 2012 from being appointed as directors 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 to the explanations given to us, the said Balance Sheet, Profit & Loss Account and the Cash Flow Statement, read together with the Notes and significant accounting policies 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 31st March 2012;

II. In the case of the Profit & Loss Account of the Profit of the Company for the year ended on that date.

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

ANNEXURE REFERRED TO IN PARA-1 OF THE AUDITORS' REPORT TO THE MEMBERS OF KOTHARI FERMENTATION AND BIOCHEM LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31.03.2012.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:- 01. In respect of its fixed assets:

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

b) As explained to us, the fixed assets have been physically verified by the management during the year, 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 not disposed of substantial part of fixed assets during the year and the going concern status of the company is not affected.

02. In respect of inventories

a) As explained to us inventories have been physically verified by the management at regular intervals during the year.

b) In our opinion, procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business

c) In our opinion, the company is maintaining proper records of inventory. We have been explained that discrepancies noticed on physical verification as compared to book records were not material and the same have been properly dealt with in the books of account

03. In respect of 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. During the year, the company has granted unsecured loan to two parties covered in the register maintained u/s 301 of the Companies Act, 1956 and the same was received back during the year. The amount involved was Rs. 195.15 lacs. However, during the year no interest has been charged on such accounts.

b. During the year, the company has not taken any loan secured or unsecured loan from companies, firms and other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Consequently, clauses 3(e) to 3(g) of paragraph 4 of CARO are not applicable.

04. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventories and fixed assets and sale of goods. During the course of our audit, we have not observed any major weaknesses in internal control system.

05. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance to Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transaction, if any, made in pursuance of contract or arrangements entered in the registers maintained under Section 301 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 price at the relevant time.

06. The company has not accepted any deposits from the public thus the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

07. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

08. We have broadly reviewed the books of accounts 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 Act in respect of the Company's products to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete.

09.In respect of statutory dues:

a. According to the records of the company, the company is generally regular in depositing the undisputed statutory dues with appropriate authorities; however there were few cases of delays in deposit of provident fund, ESI contributions and tax deducted at source.



For NAHATA JAIN & ASSOCIATES Chartered Accountants Regn. No. 016351-N (ANIL K. JAIN) Partner, M. No.93912 Place : New Delhi Date : 29th August, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of KOTHARI FERMENTATION AND BIOCHEM LIMITED as at 31st March, 2011 and also the Profit & Loss Account and the Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibilities of company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 misstatement. An audit includes examining on the 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 and further report that:

1. As required by the Companies (Auditor's Report) (Amendment) Order 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act.,1956, we enclose in the annexure a statement on matters specified in paragraphs 4 and 5 of said order.

2. Further to our comments in the annexure referred to in paragraph 1 above, we state 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 of head office, works and branch offices;

c. The Balance Sheet, Profit & Loss Account and the Cash Flow Statement referred to in this report are in agreement with the books of account.

d. The Balance Sheet, Profit and Loss Account and the Cash Flow Statement of the Company, comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956, in so far as they are applicable to the company except non-recognition of Deferred Tax Assets/Libilities (AS-22) amount of which has not been calculated.

e. On the basis of the written representations received from the directors and taken on record by the Board of Directors, we report that none of the said directors are disqualified as on 31st March 2011 from being appointed as directors 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 to the explanations given to us, the said Balance Sheet, Profit & Loss Account and the Cash Flow Statement, read together with the Notes and significant accounting policies 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 31st March 2011;

II. In the case of the Profit & Loss Account of the Profit of the Company for the year ended on that date.

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

ANNEXURE REFERRED TO IN PARA-1 OF THE AUDITORS' REPORT TO THE MEMBERS OF KOTHARI FERMENTATION AND BIOCHEM LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31.03.2011.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

01. In respect of its fixed assets:

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

b) As explained to us, the fixed assets have been physically verified by the management during the year, 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 not disposed of substantial part of fixed assets during the year and the going concern status of the company is not affected.

02. In respect of inventories

a) As explained to us inventories have been physically verified by the management at regular intervals during the year.

b) In our opinion, procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business

c) In our opinion, the company is maintaining proper records of inventory. We have been explained that discrepancies noticed on physical verification as compared to book records were not material and the same have been properly dealt with in the books of account

03. In respect of 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. During the year, the company has granted unsecured loan to three parties covered in the register maintained u/s 301 of the Companies Act, 1956 and the same was received back during the year. The amount involved was Rs. 529.24 lacs how ever, during the year no interest has been charged on such accounts.

b. During the year, the company has taken unsecured loan from three parties covered in the register maintained u/s 301 of the Companies Act, 1956 and repaid back the same during the year. The amount involved was Rs.126.05 lacs and no interest has been paid during the year on such account.

04. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventories and fixed assets and sale of goods. During the course of our audit, we have not observed any major weaknesses in internal control system.

05. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance to Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transaction, if any, made in pursuance of contract or arrangements entered in the registers maintained under Section 301 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 price at the relevant time.

06. The company has not accepted any deposits from the public thus the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

07. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

08. According to the information and explanations given to us the Central Government has not prescribed the maintenance of cost accounting records under section 209(1) (d) of The Companies Act 1956.

09. In respect of statutory dues:

a. According to the records of the company, the company is generally regular in depositing the undisputed statutory dues with appropriate authorities; however there were few cases of delays in deposit of provident fund, ESI contributions and tax deducted at source.

b. According to the information and explanations given to us and as per the books and records examined by us, there are no dues of income tax, sales tax, service tax, wealth tax, excise duty, custom duty, cess, etc., which have not been deposited on account of any dispute, except following:

Statue Nature Amount involved Period Forum where

dispute is pending

Central Excise Act Demand of duty due to Rs. 2.52 Lacs 1994-95 CESTAT, New Delhi

non-allowability of expenses

Service Tax Service Tax Demand & Rs.10.68 Lacs March, Commissioner

(Finance Act, 1994) Penalty under Sec 76 of 2006 to(Appeals) Central Finance Act March, Excise, Noida 2008

10. The company has no accumulated losses as at 31st March, 2011. The company has not incurred any cash losses in the financial year under report and in the immediately preceding financial year.

11. According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to the financial institutions or banks. The company has no debenture holders.

12. In our opinion and according to the information and explanation given to us, 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 or a nidhi / mutual benefit fund/society. Accordingly clause (xiii) of para no. 4 of the Companies (Auditor's Report) (amended) Order, 2004 is not applicable.

14. According to the information & explanation given to us the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of para no.4 of the Order is not applicable.

15. According to the information & explanation given to us and on our overall examination of balance sheet of the company we are of the opinion that the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In our opinion and according to the information and explanations given to us, on an overall basis, the term loan have been applied for the purposes for which they were raised.

17. According to the information and explanation given to us and on our overall examination of the balance sheet of the company, we are of the opinion that no funds raised on short term basis have been used for long term purposes or vice versa.

18. During the year, the Company has not made any preferential allotment of shares.

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

20. The company has not made any public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For NAHATA JAIN & ASSOCIATES

Chartered Accountants

Regn. No. 016351-N

(ANIL K. JAIN)

Partner, M. No.93912

Place : New Delhi

Date : 12th August, 2011


Mar 31, 2010

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

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 misstate- ment. An audit includes examining on the 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 and further report that:

1. As required by the Companies (Auditors Report) (Amendment) Order 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act.,1956, we enclose in the annexure a statement on matters specified in paragraphs 4 and 5 of said order.

2. Further to our comments in the annexure referred to in paragraph 1 above, we state 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 of head office, works and branch offices;

c. The Balance Sheet, Profit & Loss Account and the Cash Flow Statement referred to in this report are in agreement with the books of account.

d. The Balance Sheet, Profit and Loss Account and the Cash Flow Statement of the Company, comply with the Account- ing Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956, in so far as they are applicable to the company except non-recognition of Deferred Tax Assets/ Liabilities (AS-22) amount of which has not been calculated.

e. On the basis of the written representations received from the Directors and taken on record by the Board of Directors, we report that none of the said Directors are disqualified as on 31st March 2010 from being appointed as Directors 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 to the explanations given to us, the said Balance Sheet, Profit & Loss Account and the Cash Flow Statement, read together with the Notes and significant accounting policies 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 31st March 2010

and

ii. In the case of the Profit & Loss Account of the Profit of the Company for the year ended on that date. iii. In case of the Cash Flow Statement, of the cash flow for the year ended on that date.

ANNEXURE REFERRED TO IN PARA-1 OF THE AUDITORS REPORT TO THE MEMBERS OF KOTHARI FERMENTATION AND BIOCHEM LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31.03.2010.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:- 01. In respect of its fixed assets:

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

b) As explained to us, the fixed assets have been physically verified by the management during the year, 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 not disposed of substantial part of fixed assets during the year and the going concern status of the company is not affected.

02. In respect of inventories

a) As explained to us inventories have been physically verified by the management at regular intervals during the year.

b) In our opinion, procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business

c) In our opinion, the company is maintaining proper records of inventory. We have been explained that discrepancies noticed on physical verification as compared to book records were not material and the same have been properly dealt with in the books of account

03. In respect of 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. During the year, the company has granted unsecured loan to three parties covered in the register maintained u/s 301 of the Companies Act, 1956 and the same was received back during the year. The amount involved was Rs. 111.29 lacs and no interest has been charged during the year on such account.

b. During the year, the company has taken unsecured loan from one party covered in the register maintained u/s 301 of the Companies Act, 1956 and repaid back the same during the year. The amount involved was Rs.187.40 and no interest has been paid during the year on such account. In our opinion the terms and conditions of unsecured loan taken by the company, are not, prima-facie, prejudicial to the interest of the company.

04. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventories and fixed assets and sale of goods. During the course of our audit, we have not observed any major weaknesses in internal control system.

05. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance to Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transaction, if any, made in pursuance of contract or arrangements entered in the registers maintained under Section 301 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 price at the relevant time.

06. The company has not accepted any deposits from the public thus the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

07. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

08. According to the information and explanations given to us the Central Government has not prescribed the maintenance of cost accounting records under section 209(1) (d) of The Companies Act 1956.

09. In respect of statutory dues:

a. According to the records of the company, the company is generally regular in depositing the undisputed statutory dues with appropriate authorities; however there were few cases of delays in deposit of provident fund, ESI contributions and tax deducted at source.

b. According to the information and explanations given to us and as per the books and records examined by us, there are no dues of income tax, sales tax, service tax, wealth tax, excise duty, custom duty, cess, etc., which have not been deposited on account of any dispute, except following:

Statue Nature Amount involved Central Excise Act Demand of duty due to non- Rs. 2.52 Lacs allowability of expenses

U P Tax on Entry Entry Tax Rs. 4.36 Lacs

of Goods Act

U P VAT Act Penalty for incomplete entries Rs. 1.28 Lacs in Statutory Form





Statue Period Forum where dispute is pending

Central Excise Act 1994-95 CESTAT, New Delhi

U P Tax on Entry 2007-08 Joint Comm. (Appeals), of Goods Act Entry Tax, Bulandsahar

U P VAT Act 2008-09 Joint Comm. (Appeals), Entry Tax, Bulandsahar

10. The company does not have accumulated losses at the end of the financial year March 31, 2010. Further, the company has not incurred any cash losses during the financial year ended on 31st March,2010 and in the preceding financial year ended on 31st March,2009.

11. According to the records of the company examined by us and the information and explanations given to us, there is no outstanding dues to any financial institution or bank during the year. The company has no debenture holders.

12. In our opinion and according to the information and explanation given to us, 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 or a nidhi/mutual benefit fund/society. Accordingly clause (xiii) of para no. 4 of the Companies (Auditors Report) (amended) Order, 2004 is not applicable.

14. According to the information & explanation given to us the company is not dealing or trading in shares, securities, deben- tures and other investments. Accordingly, clause (xiv) of para no.4 of the Order is not applicable.

15. According to the information & explanation given to us and on our overall examination of balance sheet of the company we are of the opinion that the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. During the year under report the company has not taken any term loan.

17. According to the information and explanation given to us and on our overall examination of the balance sheet of the com- pany, we are of the opinion that no funds raised on short term basis have been used for long term purposes or vice versa.

18. During the year, the Company has not made any preferential allotment of shares.

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

20. The company has not made any public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For NAHATA JAIN & ASSOCIATES

Chartered Accountants

Regn. No. 016351-N

Place : New Delhi (ANIL K. JAIN)

Date :14th August, 2010 Partner

M. No. 093912

 
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