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Auditor Report of Rama Phosphates Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Rama Phosphates Limited ("the company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provision 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 controls relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,

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

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

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

Emphasis of Matter

We draw your attention to the following matters:

Without qualifying the report we like to draw your attention to the Note 30(b) regarding loans and advances of Rs. 305.27 lacs granted to a company in earlier years which being doubtful of recovery is already provided for. In view of the provision of Section 186(7) of the Companies Act 2013, the Company has accounted for interest in respect of this advance. However the recovery of this interest being unlikely the same has been written off.

Our opinion is not modified in respect of this matter.

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 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 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 by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

i) The Company has disclosed the impact of pending litigations on its financial position in note 33 to the financial statements.

ii) The Company did not have any long term contracts including derivatives contract for which there were any material foreseeable losses.

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

The Annexure referred to in our report to the members of Rama Phosphates Limited ('the Company') for the year Ended on 31st March, 2015.

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

b) The Management of the Company has physically verified the fixed assets in accordance with its policy of physical Verification at reasonable intervals. The discrepancies, if any noticed during such Verification have been suitably adjusted in the books of account.

ii) a) According to the information and explanations given to us, the management has conducted physical Verification of the inventories at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures followed by the management for physical Verification of inventory are reasonable and adequate in relation to the size of the Company and the nature of the business.

c) No material discrepancies have been noticed on physical Verification of the stocks as compared to book records in so far as it appears from our examination of the books.

iii) a) The company has not granted any loans to parties covered in the register maintained under section 189 of the Act. b&c) Since no loans have been granted to parties covered in the register maintained under section 189 of the Act, the question of receipt of principle and interest, and overdue amounts does not arise.

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 nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal control system.

v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 148(1) of the Act, and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employee's State Insurance, Sales Tax, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) According to the records of the Company and information and explanations given to us the following are the dues of Sales Tax, Income Tax & Excise Duty on account of disputes.

Name of the Statue Nature of the Rs. in lacs Dues

Income Tax Act-1961 Income Tax 701.17

Central Excise Act 1944. Excise duty 161.72

Central Excise Act 1944. Excise duty 6.62

MP Commercial Tax Act, 1994 Sales Tax 3.58

MP Commercial Tax Act, 1994 Sales Tax 6.47

Madhya Pradesh Entry Tax, 1976 Entry Tax 1.21

Central Sales Tax Act, 1956 Central Sales Tax 115.88

Madhya Pradesh Entry Tax, 1976 Entry Tax 157.71

Madhya Pradesh Value Added VAT Tax 5.55 Tax, 2002

Madhya Pradesh Value Added VAT Tax 15.48 Tax, 2002

Name of the Statute Period to which the Forum where dispute is amount relates pending

Income Tax Act-1961 F.Y. 2010-11 & F.Y. 2011-12 CIT(Appeals)

Central Excise Act 1944 F.Y. 2005-06 CESTAT - New Delhi

Central Excise Act 1944 F.Y. 2001-02 & F.Y. 2002-03 Commissioner Appeal, Bhopal

MP Commercial Tax Act, 1994 F.Y. 2001-02 Appellate Board, Bhopal

MP Commercial Tax Act, 1994 F.Y. 1994-95 Hon'ble M.P. High Court, Indore

Madhya Pradesh Entry Tax, 1976 F.Y. 2003-04, 2004-05, Appellate Board, Bhopal 2005-06, 2006-07

Central Sales Tax Act, 1956 F.Y. 2003-04 & 2004-05 Hon'ble M.P.High Court, Indore

Madhya Pradesh Entry Tax 1976 F.Y. 2007-08 Hon'ble Supreme Court

Madhya Pradesh Value Added Tax, 2002 F.Y. 2010-11 Appellate Board, Bhopal

Madhya Pradesh Value Added Tax, 2002 F.Y. 2012-13 Appeal before Additional Commissioner

According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Wealth Tax, Service Tax, Custom Duty, Value Added Tax or Cess which have not been deposited on account of any dispute.

c) There were no amounts which were required to be transferred to Investor Education & Protection Fund by the Company.

viii) The Company does not have any accumulated losses as at the end of the financial year. The Company has incurred a cash loss ofRs. 604.02 Lacs during the year and has not incurred any cash loss in the immediately preceding financial year.

ix) On the basis of our examination of the books and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders as at the Balance Sheet date.

x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by other parties from any bank or financial institution.

xi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed during the year by the Company were, prima facie, applied for the purposes for which the loans were obtained.

xii) During the course of our examination of the books and records of the Company, 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 material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Dayal and Lohia

Chartered Accountants

Firm's Regn. No. 102200W

(Anil Lohia)

Place - Mumbai Partner

Date - 28th May, 2015 Membership No. 031626


Mar 31, 2014

We have audited the accompanying financial statements of Rama Phosphates 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 Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Note 30b - regarding interest free advance made to a related party

(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 Loss for the year ended on that date; and

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

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.

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in our Report of even date to the members of Rama Phosphates Limited on the financial statements for the year ended 31st March 2014.)

1. In respect of its Fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets;

b) Management has carried out physical verification of fixed assets and no material discrepancy has been noticed on such verification.

c) The Company has not disposed off any substantial part of fixed assets so as to affect its going concern.

2. In respect of its inventories:

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

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

c) No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far as it appears from our examination of the books.

3. a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

Accordingly sub clause (b), (c) and (d) are not applicable.

b) The company has an outstanding loan from one party covered under the register maintained under section 301 of the Companies Act, 1956, amounting to Rs. 148.07 lacs of which Rs. 31.79 lacs was repaid during the year.

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

d) The payments of Principal amount and interest relating to this loan are regular.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. During the year the Company has not entered into any contract referred to in section 301 of the companies Act, 1956.

6. According to the information and explanation given to us, the company has not accepted any deposits u/s 58A, 58AA or any other relevant provisions of the Companies Act, 1956, during the year.

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

8. We have broadly reviewed the books of account 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 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 accounts have been made and maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate.

9. a) According to the records of the Company, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding as on 31st March, 2014, for a period of more than six months from the date they became payable.

b) According to the records of the Company and information and explanations given to us the following dues of sales tax, income tax, wealth tax, service tax, custom duty, excise duty have not been deposited on account of disputes: -

Name of the Statue Nature of the Rs. in lacs Period to Dues which the amount relates

Income Tax Act-1961 Income Tax 691.19 F.Y.2010-11

Central Excise Act, 1944 Excise duty 161.72 F.Y.2005-06

Central Excise Act, 1944 Cenvat 44.41 F.Y.2001-02

MP Commercial Tax Act, 1994 Sales Tax 3.58 F.Y. 2001-02

MP Commercial Tax Act, 1994 Sales Tax 6.47 F.Y. 1994-95

Central Sales Tax Act, 1956 Central Sales 4.07 F.Y. 2001-02 Tax

Madhya Pradesh Entry Entry Tax 1.21 F.Y. 2003-04 Tax,1976 2004-05, 2005-06, 2006-07

Central Sales Tax Act, 1956 Central Sales 115.88 F.Y. 2003-04 Tax & 2004-05

Madhya Pradesh Entry Entry Tax 157.71 F.Y. 2007-08 Tax,1976

Madhya Pradesh Value VAT Tax 5.55 F.Y. 2010-11 Added Tax, 2002

Name of the Statue Forum where dispute is pending Income Tax Act-1961 CIT(Appeals)

Central Excise Act, 1944 CESTAT - New Delhi

Central Excise Act, 1944 Additional Commissioner - Central Excise, Indore

MP Commercial Tax Act, 1994 Appellate Board, Bhopal

MP Commercial Tax Act, 1994 Hon''ble M.P. High Court, Indore

Central Sales Tax Act, 1956 Appellate Board, Bhopal

Madhya Pradesh Entry Appellate Board, Bhopal Tax,1976

Central Sales Tax Act, 1956 Hon''ble M.P.High Court, Indore & 2004-05

Madhya Pradesh Entry Hon''ble Supreme Court Tax,1976

Madhya Pradesh Value Appellate Board, Bhopal Added Tax, 2002

10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and immediately preceding financial year.

11. 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 bank.

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

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Fund/Society and therefore the provisions of clause 4 (xiii) of the order are not applicable.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. In our opinion and on the basis of information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, during the year no funds raised on short term basis have been used for long term investment.

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 has not issued debentures during the year.

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

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

For Dayal and Lohia Chartered Accountants (Firm Registration No.102200W)

(Sunil Khandelwal) Place : Mumbai Partner Date : 27th May, 2014 M.No.: 101388


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of Rama Phosphates Limited ("the Company"), which comprise the Balance Sheet as at March 31,2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows 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 fnancial 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 fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial statements. We believe that the audit evidence we have obtained is suffcient 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 fnancial 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 and subject to: Note 29b – regarding interest free advance made to a related party

(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 Proft and Loss, of the proft for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash fows 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 specifed 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 Proft 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 Proft 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 disqualifed 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 notifcation 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 TO THE AUDITORS'' REPORT

(Referred to in our Report of even date to the members of Rama Phosphates Limited on the fnancial statements for the year ended 31st March, 2013.)

1. In respect of its Fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situations of fxed assets on the basis of available information;

b) Management has certifed that they have carried out physical verifcation of fxed assets and no material discrepancies noticed on such verifcation. have been dealt with in the books of accounts.

c) The Company has not disposed off any substantial part of fxed assets so as to affect its going concern.

2. In respect of its inventories:

a) The inventories have been physically verifed by the management during the year. In our opinion, the frequency of verifcation is reasonable.

b) In our opinion, the procedures of physical verifcation of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) No material discrepancies have been noticed on physical verifcation of stocks as compared to book records in so far as it appears from our examination of the books.

3. a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to the companies, frms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly sub clause (b), (c) and (d) are not applicable.

e) The company has an outstanding loan from one party covered under the register required to be maintained under section 301 of the Companies Act, 1956, amounting to Rs. 185.40 lacs of whichRs. 37.33 lacs was repaid during the year.

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

g) The payments of Principal amount and interest relating to this loan are regular.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fxed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. During the year the Company has not entered into any contract referred to in section 301 of the companies Act, 1956.

6. According to the information and explanation given to us, the company has not accepted any deposits u/s 58A, 58AA or any other relevant provisions of the Companies Act, 1956, during the year.

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

8. We have broadly reviewed the books of account 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 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 accounts have been made and maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate.

9. a) According to the records of the Company, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding as on 31st March, 2013, for a period of more than six months from the date they became payable.

10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and immediately preceding fnancial year.

11. 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 bank.

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

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Fund/Society and therefore the provisions of clause 4 (xiii) of the order are not applicable.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or fnancial institution.

16. In our opinion and on the basis of information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, during the year no funds raised on short term basis have been used for long term investment.

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 has not issued debentures during the year.

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

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

For Dayal and Lohia

Chartered Accountants

(Firm Registration No.102200W)

(CA Anil Lohia)

Place : Mumbai Partner

Date : May 17, 2013 M.No.: 31626


Mar 31, 2012

We have audited the attached Balance Sheet of Rama Phosphates Limited as at 31st March, 2012 and the Statement of Profit and Loss for the year ended on that date and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. 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 a test check 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.

2. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) 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 the matters specified in paragraphs 4 and 5 of the said Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of accounts as required by the law have been kept by the Company so far as it appears from our examination of the books.

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

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

e) In our opinion and based on the information and explanations given to us, none of the 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;

Further in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and subject to:

1. Note - 7a regarding non-disclosure of amounts overdue to micro, small and medium enterprises.

2. Note - 29b regarding interest free advance made to a related party; give a true and fair view:

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

ii. in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 2 of our Report of even date on the accounts of Rama Phosphates Limited for the year ended 31st March, 2012.)

1. In respect of its Fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets on the basis of available information;

b) Management has certified that they have carried out physical verification of fixed assets and no material discrepancies have been noticed on such verification.

c) The Company has not disposed off any substantial part of fixed assets so as to affect its going concern.

2. In respect of its inventories:

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

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

c) No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far as it appears from our examination of the books.

3. a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

Accordingly sub clause (b), (c) and (d) are not applicable.

e) The company has an outstanding loan from one party covered under the register required to be maintained under section 301 of the Companies Act, 1956, amounting to Rs. 419.63 lacs of which Rs. 234.23 lacs was repaid during the year.

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

g) The payments of Principal amount and interest relating to this loan are regular.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. During the year the Company has not entered into any contract referred to in section 301 of the Companies Act, 1956.

6. According to the information and explanation given to us, the company has not accepted any deposits u/s 58A, 58AA or any other relevant provisions of the Companies Act, 1956, during the year.

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

8. We have broadly reviewed the books of account 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 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 accounts have been maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate.

9. a) According to the records of the Company, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding as on 31st March, 2012, for a period of more than six months from the date they became payable, except entry tax demand of Rs. 135.78 lacs outstanding since 2007 - 2008 & Central Sales Tax demand of Rs. 12.29 lacs outstanding since 1995 - 96.

b) According to the records of the Company and information and explanations given to us there are no dues of sales tax, income tax, wealth tax, service tax, custom duty, excise duty on account of any disputes, except as given below: -

Statue Rs. In Lacs Forum where dispute is Pending

Excise Duty 168.34 CESTAT - New Delhi

Service Tax 44.41 Additional Commissioner - Central Excise, Indore

MP Commercial Tax 89.78 Appellate Board, Bhopal

MP Commercial Tax 6.47 Hon'ble M. P. High Court, Indore

Central Sales Tax 55.61 Appellate Board, Bhopal

Rajasthan Sales Tax 704.23 Hon'ble Rajasthan High Court, Jodhpur

Entry Tax 1.21 Appellate Board, Bhopal

Central Sales Tax 115.88 Hon'ble M. P. High Court, Indore

10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and immediately preceding financial year.

11. 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 bank.

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

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Fund/Society and therefore the provisions of clause 4 (xiii) of the order are not applicable.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. In our opinion and on the basis of information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, during the year no funds raised on short term basis have been used for long term investment.

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 has not issued debentures during the year.

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

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

For Dayal and Lohia

Chartered Accountants

(Firm Registration No.102200W)

(CA Anil Lohia)

Place : Mumbai Partner

Date : 30th May, 2012. M.No.: 31626


Mar 31, 2010

We have audited the attached Balance Sheet of Rama Phosphates Limited as at 31st March, 2010 and the Profit and Loss Account for the period ended on that date, and also the cash flow statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test check 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.

2. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) 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 the matters specified in paragraphs 4 and 5 of the said Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of accounts as required by the law have been kept by the Company so far as it appears from our examination of the books.

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

d) In our opinion, the Profit and Loss Account and Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) In our opinion and based on the information and explanations given to us, none of the 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) Without qualifying our report, we draw your attention to note number 4 with regard to recognition of deferred tax asset.

Further in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and subject to:

1. Note - 13 regarding non-disclosure of amounts overdue to micro, small and medium enterprises.

2. Note - 16 regarding certain interest free advances made to related parties; give a true and fair view:

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 and Loss Account, of the profit of the Company for the period ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 2 of our Report of even date on the accounts of Rama Phosphates Limited for the period ended 31st March, 2010.)

1. In respect of its Fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets on the basis of available information;

b) Management has certified that they have carried out physical verification of fixed assets and no material discrepancies have been noticed on such verification.

c) The Company has not disposed off any substantial part of fixed assets so as to affect its going concern.

2. In respect of its inventories:

a) The inventories have been physically verified by the management during the period. In our opinion, the frequency of verification is reasonable.

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

c) No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far as it appears from our examination of the books.

3. a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register required to be maintained under section 301 of the Companies Act, 1956. Accordingly sub clause (b), (c) and (d) are not applicable.

b) The company had taken temporary interest free loans from one party covered under register required to be maintained under section 301 of the Companies Act, 1956, amounting to Rs.10 lacs which was repaid during the period.

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

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956, according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

6. According to the information and explanation given to us, the company has not accepted any deposits u/s 58A, 58AA or any other relevant provisions of the Companies Act, 1956, during the period.

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

8. We have broadly reviewed the books of account 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 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 accounts have been maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate.

9. a) According to the records of the Company, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee’s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding as on 31st March, 2010, for a period of more than six months from the date they became payable, except entry tax demand of Rs 135.78 lacs outstanding since 2007 - 2008, Central sales tax demand of Rs 12.29 lacs outstanding since 1995 - 96.

b) According to the records of the Company and information and explanations given to us there are no dues of sales tax, income tax, wealth tax, service tax, custom duty, excise duty on account of any disputes, except as given below: -

Statute Rs. In lacs Forum where dispute is Pending

Excise Duty 238.3 CESTAT - New Delhi

Service Tax 44.41 Additional Commissioner - Central Excise, Indore

Service Tax 17.41 Commissioner - Central Excise, Udaipur

MP Commercial Tax 3.58 M.P Commissioner Appeal, Bhopal

MP Commercial Tax 6.47 M.P. High Court, Indore

MP Commercial Tax 86.18 Appellate Board, Bhopal

Central Sales Tax 55.61 Appellate Board, Bhopal

Rajasthan Sales Tax 704.23 Rajasthan High Court, Jodhpur

Entry Tax 0.30 Appellate Board, Bhopal

Entry Tax 0.31 Dy. Commissioner of Appeal, Indore

Entry Tax 0.66 Dy. Commissioner of Appeal, Indore

Central Sales Tax 144.39 M.P.High Court



10. The accumulated losses of the Company are more than fifty percent of its Net worth and the company has not incurred cash losses in the current and immediately preceding financial year.

11. On the basis of our examination of books and according to information and explanations given to us, the loans from Banks/Institutions have been restructured as per the Corporate Debt Restructuring package sanctioned to the Company, as a consequence there of, there is no default.

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

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Fund/Society and therefore the provisions of clause 4 (xiii) of the order are not applicable.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. In our opinion and on the basis of information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, during the period no funds raised on short term basis have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register required to be maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued debentures during the period.

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

21. According to the information and explanations given to us, and to the best of our knowledge and belief no fraud on or by the Company, has been noticed or reported during the period.

For Dayal and Lohia

Chartered Accountants

(Firm Registration No.102200W)

(Anil Lohia)

Place:Mumbai Partner

Date :13th August, 2010 (Membership No.: 31626)