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Auditor Report of Rasoi Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Rasoi Limited ("the Company"), which comprises of the Balance Sheet as at March 31,2015, the Statement of Profit and Loss, the Cash Flow Statement, significant accounting policies and other notes for the year ended on that date. 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 Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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. Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing, as 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 auditors'' 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 circumstance, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control 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 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, of the state of affairs of the Company as at 31st March, 2015, its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note No. 2.35 of the financial statements regarding discontinuation of Company''s Vanaspati/ Edible Oil business and consequential disclosures and impacts as given in the said note. Our opinion is not qualified in this respect.

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, and according to the information and explanations given to us and also on the basis of such checks as we considered appropriate, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. Further to our comments in the Annexure referred to in the Paragraph 1 above, 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) The matters referred to in Emphasis of Matter paragraph as above have adverse effect on the Edible product business of the Company;

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

g) With respect to the other matters to be

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

i. As per representation received from the management, the Company has disclosed the impact of pending litigations on its financial position in its financial statements (refer Note No. 2.24 of the financial statements);

ii. The Company does not have any long- term contracts, including derivative contracts, for which there were any material foreseeable losses;

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

i. According to the information and as explained to us:

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

(b) There is a phased programme of verification of such assets, based on which physical verification of fixed assets is being carried out by the management. Discrepancies in respect of fixed assets verified during the year were not material.

ii. (a) The Inventory except for those, which are in Transit and lying with third parties, has been physically verified during the year by the management. In our opinion and according to the information and explanations given to us, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories to the extent followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventory and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper records of inventory. As far as ascertained, discrepancies noticed on verification between the physical stocks and the book records were not material and the same has been properly dealt with in the books of account.

iii. The Company has not granted any loan to any companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, clause 3(iii) of the order is not applicable to the Company.

iv. In our opinion and according to information and explanations given to us, having regard to the nature of business and the practices followed and the explanation regarding market quotations for purchase of materials and sale of goods, there are reasonable internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal control.

v. The Company has not accepted any deposits and accordingly, the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under are not applicable.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate or complete.

vii. (a) According to the information and explanations

given to us and as per the records verified by us, Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income- tax, sales-tax, wealth-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amount payable in respect of above dues were outstanding as at 31.03.2015 for a period of more than six months from date of becoming payable.

(b) There are no dues of sales tax, income tax, duty of customs, wealth tax, service tax, duty of excise, value added tax or cess which have not been deposited on account of any dispute except the dues as given below:

Name of the Statute Nature of Dues Amount in Period to which Lacs the amount realtes

West Bengal Sales Purchase Tax 2.17 1990-91 Tax Act 1954

Sales Sales Tax 3.45 1990-91 to 1954 993-94

Central Sales tax Sales Tax 99.24 1990-91 to Act, 1956 1994-95

The Customs Act Custom Duty 143.90 2003-04 1962 44.90 2000-01

The Central Excise Act Excise Duty 4.81 1976 and 24.07.81 to 31.03.82 2.59 01.04.81 to 16.03.85 165.65 Oct'' 89 to Apr 91

1.66 2003-04

W.B. Value VAT, interest 11.48 2010-11 Added Tax 2003 & purchase tax

The West Bengal Tax Entry Tax 4.85 June 2013 - on Entry of Goods in to March 2014 Local Areas Rules, 2012

Name of the Statute Forum where dispute is pending

West Bengal Sales Deputy Commissioner of Commercial Taxes, Tax Act 1954 Beliaghata

Central Sales tax Hon''ble High Court, Calcutta Act, 1956

The Customs Act 1962 Assistant Commissioner of Customs

Deputy Commissioner

The Central Excise Appellate Collector Act 1994

Customs Excise & Gold (control) Appellate Tribunal Hon''ble High Court, Calcutta

Central Excise and Service Tax Appellate Tribunal

W.B Value Added Tax Appellate and Revisional Board, Kolkata 2003

The West Bengal Tax on Hon''ble High Court, Calcutta Entry of Goods in to Local Area Rules 2012

c) According to the information and explanations given to us, there are no amounts due to be transferred to Investor Education and Protection Fund.

viii. The Company has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks.

x. In respect of the guarantee given by the company in earlier years and released during the year, in our opinion, the terms and conditions on which the guarantee was given are prima facie not prejudicial to interest of the Company.

xi. According to the information and explanations given and based on the documents and records produced to us, no term loan has been taken by the Company during the year.

xii. During the course of our examination of the books of account carried out in accordance with generally accepted auditing practices in India, as far as verified by us, we have neither come across any incidence of fraud on or by the Company nor have we been informed of any such cases by the management.

Notes : i) Previous year figures have been regrouped/ rearranged wherever necessary.

ii) The above cash flow statement has been prepared under the "Indirect Method" as set out in the Accounting Standard 3 on "Cash Flow Statement".

iii) Cash Flow statement of discontinued operations is attached to this statement.

For Lodha & Co. Chartered Accountants Firm''s ICAI Registration No. 301051E

R P Singh Place : Kolkata Partner Date: 7th May, 2015 Membership No. : 052438


Mar 31, 2014

We have audited the accompanying financial statements of Rasoi Limited (the Company), which comprises of the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss, the Cash Flow Statement, significant accounting policies and other notes for the year ended on that date. 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 section 211(3C) of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors'' 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 auditors'' 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis of Qualified Opinion

Attention is invited to Note No 2.18-1 of the financial statements regarding loan to a body corporate amounting to Rs. 6950074 in respect of which pending outcome of the steps of recovery, provision if any required has not been ascertained and made by the management.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for qualified opinion paragraph, 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014; 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 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 as amended by the Companies (Auditor''s Report Order, 2004) (the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Act and according to the information and explanations given to us and also on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in the said order.

2. As required by section 227(3) of the Act, we report that:

2.1 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;

2.2 In our opinion proper books of account as required

by the law have been kept by the Company so far as appears from our examination of those books;

2.3 The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement referred to in this report are in agreement with the books of account;

2.4 In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Act read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

2.5 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 directors is disqualified as on 31st March 2014 from being appointed as director in terms of Section 274 (1) (g) of the Act.

Annexure to the Auditors'' Report referred to in paragraph 1 thereof

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

(b) There is a phased programme of verification of such assets, based on which physical verification of fixed assets is being carried out by the management. Discrepancies in respect of fixed assets verified during the year were not material. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its assets.

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

ii. (a) The inventory except for those, which are in

transit and lying with third parties, have been physically verified during the year by the management. In our opinion and according to the information and explanations given to us, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories to the extent followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventory and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper records of inventory. As far as ascertained, discrepancies noticed on verification between the physical stocks and the book records were not material and the same has been properly dealt with in the books of account.

iii. (a) The Company has not granted loan to any company listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clauses 4(iii) (b), 4(iii) (c), 4(iii) (d) of the order are not applicable to the company.

(b) The Company has not taken loan from any company listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clauses 4(iii) (f), 4(iii) (g) of the order are not applicable to the company.

iv. In our opinion and according to information and explanations given to us, having regard to the nature of business and the practices followed and the explanation regarding market quotations for purchase of materials and sale of goods, there are reasonable internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal control.

v (a) According to the information and explanations given to us, we are of the opinion that particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions have been made in pursuance of contracts or arrangements entered in the register maintained under the section 301 of the Act and exceeding Rs. Five lacs or more in respect of each party during the year, have been made at prices which appears to be reasonable having regard to the nature of transactions and items purchased and information available with the company.

vi. The Company has not accepted any deposits from the public during the year.

vii. The Company has its own Internal Audit system. The scope and coverage of the areas needs to be strengthened.

viii. We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate or complete.

ix. (a) According to the information and explanations

given to us and as per the records verified by us, Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income- tax, sales-tax, wealth-tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amount payable in respect of above dues were outstanding as at 31.03.2014 for a period of more than six months from date of becoming payable. (b) There are no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute except the dues as given below:

Name of Nature of Amount the the dues (Rs.in statute lacs)

Purchase 2.17 West Tax Bengal Sales 3.45 Tax Act Sales Tax 1954

Central Sales Tax Sales Tax 99.24 Act, 1956

143.90

The Customs Custom Act, Duty 1962. 44.90

4.81

The Central 2.59 Excise Excise Act, Duty 1994 165.65

1.66

VAT,

W.B. Value interest Added Tax and 11.48 2003 purchase

tax

The West Bengal Tax on Entry of Entry 4.74 Goods in to Tax Local Areas Rules, 2012

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

West Bengal Sales Tax Act 1954 1990-91 Deputy and Commissioner 1994-95 of

1990-91 Commercial

to Taxes,

1993-94 Beliaghata

Central Sales Tax Act, 1956 1990-91 Hon''ble High Court,

to Calcutta

1994-95

The Customs Act, 1962. 2003-04 Assistant Commissioner of Customs

2000-01 Deputy

Commissioner

The Central Excise Act, 1994 1976 and Appellate Collector 24.07.81to 31.03.82

01.04.81to Customs Excise & 16.03.85 Gold (control) Appellate Tribunal

W.B. Value Added Tax 2003 Oct 89 to Honble High Court, Apr 91 Calcutta

2003-04 Central Excise and Service Tax Appellate Tribunal;

Appellate and Revisional Board, 2010-11 West Bengal Commercial Taxes

The West Bengal Tax on Entry of Goods in to Local Areas Rules,2012 June 2013 - Hon?ble High Court, March 2014 Calcutta

x. The Company does not have any accumulated losses. The Company has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks.

xii. According to the information and explanations given by the management, during the year, the Company has not granted loans and advances on the basis of security by way of pledge of

shares, debentures and other securities. In cases where the Company had granted loans against pledge of securities in earlier years, according to the information and explanations given and based on the documents and records produced to us, adequate documents and records in respect of such loans have been maintained by the Company.

xiii. The Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

xiv. The Company has maintained proper records of the transaction and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

xv. According to the information and explanations given to us, the Company has given guarantee for loans taken by others from bank. In our opinion, the terms and conditions on which the guarantee has been given are prima facie not prejudicial to interest of the Company.

xvi. According to the information and explanations given and based on the documents and records produced to us, no term loan has been taken by the Company during the year.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, short term funds have not been used for Long Term Investments.

xviii. 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, during the year.

xix. The Company did not have any outstanding debentures during the year.

xx. The Company has not raised any money through a public issue during the year.

xxi. During the course of our examination of the books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor we have been informed of any such case by the management.

For Lodha and Co.,

Chartered Accountants Firm''s ICAI Registration No. 301051E

R P Singh Partner

Membership No. : 52438

Place of signature : Kolkata

Date: 28th May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Rasoi Limited (the Company), which comprises of the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss, the Cash Flow Statement, significant accounting policies and other notes for the year ended on that date.

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 section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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:

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

(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 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 as amended by the Companies (Auditor''s Report Order, 2004) (the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Act and according to the information and explanations given to us and also on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in the said order.

2. As required by section 227(3) of the Act, we report that:

2.1 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;

2.2 In our opinion proper books of account as required by the law have been kept by the Company so far as appears from our examination of those books;

2.3 The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement referred to in this report are in agreement with the books of account;

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

2.5 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 directors is disqualified as on 31st March, 2013 from being appointed as director in terms of Section 274 (1) (g) of the Act.

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

(b) There is a phased programme of verification of such assets, based on which physical verification of fixed assets is being carried out by the management. Discrepancies in respect of fixed assets verified during the year were not material. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its assets.

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

ii. (a) The inventory except for those, which are in transit and lying with third parties, have been physically verified during the year by the management. In our opinion and according to the information and explanations given to us, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories to the extent followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventory and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper records of inventory. As far as ascertained, discrepancies noticed on verification between the physical stocks and the book records were not material and the same has been properly dealt with in the books of account.

iii. (a) The Company has not granted loan to any company listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clauses 4(iii)(b), 4(iii)(c), 4(iii)(d) of the order are not applicable to the company.

(b) The Company has not taken loan from any company listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clauses 4(iii)(f), 4(iii)(g) of the order are not applicable to the company.

iv. In our opinion and according to information and explanations given to us, having regard to the nature of business and the practices followed and the explanation regarding market quotations for purchase of materials and sale of goods, there are reasonable internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit we have not observed any major continuing failure to correct weaknesses in the internal control.

v. (a) According to the information and explanations given to us, we are of the opinion that particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions have been made in pursuance of contracts or arrangements entered in the register maintained under the section 301 of the Act and exceeding Rs. Five lacs or more in respect of each party during the year, have been made at prices which appears to be reasonable having regard to the nature of transactions and items purchased and information available with the company.

vi. The Company has not accepted any deposits from the public during the year.

vii. The Company has its own Internal Audit system. The scope and coverage whereof needs to be strengthened.

viii. We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate or complete.

ix. (a) According to the information and explanations given to us and as per the records verified by us, Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth- tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amount payable in respect of above dues were outstanding as at 31.03.2013 for a period of more than six months from date of becoming payable.

(b) There are no dues of Sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute except the dues as given below:



Name of Nature of Amount Period to which Forum where the the dues Rs. in the amount dispute is pending statute lacs relates

Purchase 1.71 1990-91

West Tax 0.46 1994-95 Deputy

Bengal Commissioner

0.02 1990-91 Sales of

Tax Act Sales 1.36 1991-92 Commercial

1954 Taxes, Tax 1.94 1992-93

Beliaghata

0.13 1993-94

8.94 1990-91 Hon''ble High Court, Calcutta

14.36 1991-92 Hon''ble High Court, Calcutta

Central 41.52 1992-93 Hon''ble High Court, Sales Tax Sales Tax Calcutta

Act, 1956 24.18 1993-94 Hon''ble High Court, Calcutta

10.24 1994-95 Hon''ble High Court, Calcutta

143.90 2003-04 Assistant

The Commissioner of

Customs Custom Customs

Act, Duty 44.90 2000-01 Deputy

1962.

Commissioner

0.43 1976 Appellate Collector

0.12 1976 Appellate Collector

4.26 24.07.81 to Assistant Collector

31.03.82

The 2.59 01.04.81 to Customs Excise & Central Excise Excise 16.03.85 Gold (control)

Act, Duty Appellate Tribunal.

1994

165.65 Oct'' 89 to Hon''ble High Court, Apr'' 91 Calcutta

1.66 2003-04 Central Excise and Service Tax Appellate Tribunal;

x. The Company does not have any accumulated losses. The Company has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks.

xii. According to the information and explanations given and based on the documents and records produced to us, in cases where the Company has granted loans against pledge of securities, adequate documents and records in respect of such loans have been maintained by the Company.

xiii. The Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

xiv. The Company has maintained proper records of the transaction and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

xv. According to the information and explanations given to us, the Company has given guarantee for loans taken by others from bank. In our opinion, the terms and conditions on which the guarantee has been given are prima facie not prejudicial to interest of the Company.

xvi. According to the information and explanations given and based on the documents and records produced to us, no term loan has been taken by the Company during the year.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, short term funds have not been used for Long Term Investments.

xviii. 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, during the year.

xix. The Company did not have any outstanding debentures during the year.

xx. The Company has not raised any money through a public issue during the year.

xxi. During the course of our examination of the books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor we have been informed of any such case by the management.



For Lodha and Co.,

Chartered Accountants

Firm''s ICAI Registration No. 301051E

R P Singh

Partner

Membership No. : 52438

Place of signature : Kolkata

Date: 29th May, 2013


Mar 31, 2012

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

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

3 As required by the Companies (Auditor's Report) order, 2003 as amended by the companies (Auditors Report) (Amendment) order 2004 ('the older'), issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 ('the Act') and according to the information and explanations given to us and on the basis of such checks as we considered appropriate, we report that

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

(b) There is a phased programme of verification of such assets, based on which physical verification of fixed assets is being carried out by the management. Discrepancies in respect of fixed assets verified during the year were not material. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion, during the year, the company has not disposed off substantial apart of its fixed asset. In our opinion, the disposal of such assets has not affected the going concern status of the Company.

ii. (a) The inventory except for those, which are in transit and lying with third parties, have been physically verified during the year by the management. In our opinion and according to the information and explanations given to us, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories to the extent followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventory and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper records of inventory. As far as ascertained, discrepancies noticed on verification between the physical stocks and the book records were not material and the same has been properly dealt with in the books of account.

iii. (a) The Company has granted loan to one company listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was 70 Lacs and there was no outstanding amount at the year end from the party.

(b) In our opinion, the rate of interest and other terms and conditions on which loans as aforesaid have been given are prima facie not prejudicial to the interest of the Company.

(c) Loan granted to company was repayable on demand and this has been repaid during the year. The company was generally regular in payment of Interest.

(d) In respect of the loans granted there was no amount overdue at the year end.

(e) The Company has taken unsecured loan from one Company listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 210 lacs and the year ended balance of Loan taken from such party was Rs Nil.

(f) In our opinion the rate of interest and other terms and conditions on which loan as aforesaid has been taken are prima facia not prejudicial to the interest of the company.

(g) Loan taken from Companies are repayable on demand and these have been repaid during the year. Interest on above loan have generally been regularly paid.

iv. In our opinion and according to information and explanations given to us, having regard to the nature of business and the practices followed and the explanation regarding market quotations for purchase of materials and sale of goods, there are reasonable internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit we have not observed any major continuing failure to correct weaknesses in the internal control.

v (a) To the best of our knowledge and belief and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act 1956 have be entered in the register required to be maintained under that Section; and.

(b) According to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements during the year which aggregate to rupees five lakhs or more in respect of each party.

vi. The Company has not accepted any deposits from the public during the year.

vii. The Company has its own Internal Audit system. In respect of the areas covered during the year with regard to edible oil products, the same was commensurate with the size and nature of its business. In respect of investment and treasurary operation such system is under implementation. The scope and coverage of the areas needs to be strengthened.

viii. We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209 (i)(d) of the Companies. Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate or complete.

ix. (a) According to the information and explanations given to us and as per the records verified by us, Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident Fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amount payable in respect of above dues were outstanding as at 31.03.2012 for a period of more than six months from date of becoming payable.

(b) There are no dues of Sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute except the dues as given below:

Name of the Nature of Amount Period Forum where Statute the Dues (Rs in to which dispute is pending The amount relates

Purchase 1.71 1990-91 West Tax 0.46 1994-95 Deputy Bengal Sales 0.02 1990-91 Commissioner of Tax Act Sales 1.36 1991-92 Commercial 1954 Tax 1.94 1992-93 Taxes 0.13 1993-94 Beliaghata

8.94 1990-91 Hon'ble High Court, Calcutta

14.36 1991-92 Hon'ble High Court, Calcutta

Name of the Nature of Amount Period Forum where Statute the Dues (Rs in to which dispute is pending The amount relates

Central 41.52 1992-93 Hon'ble High Court, Sales Tax Sales Calcutta Act 1956 Tax 24.18 1993-94 Hon'ble High Court, Calcutta 10.24 1994-95 Hon'ble High Court, Calcutta The 143.90 2003-04 Assistant Customs Custom Commissioner of Act, Duty Customs 1962. 44.90 2000-01 Deputy Commissioner

0.43 1976 Appellate Collector

0.12 1976 Appellate Collector

The 4.26 24.07.81 Assistant Collector Central to 31.03.82 Excise Excise 2.59 01.04.81 Customs Excise & Act, Duty to 16.03.85 Gold (control) 1994 Appellate Tribunal.

165.65 Oct' 89 to Hon'ble High Court, Apr' 91 Calcutta

1.66 2003-04 Central Excise and Service Tax Appellate Tribunal;



x. The Company does not have any accumulated losses. The Company has not incurred cash loss during the financial year covered by our audit and in the immediately proceeding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks.

xii. According to the information and explanations

given and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

xiv. The Company has maintained proper records of the transaction and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

xv. According to the information and explanations given to us, the Company has given guarantee for loans taken by others from bank. In our opinion, the terms and conditions on which the guarantee has been given are prima facie not prejudicial to interest of the Company.

xvi. According to the information and explanations given and based on the documents and records produced to us, no term loan has been taken by the Company during the year.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, short term funds have not been used for Long Term Investments.

xviii. 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, during the year.

xix. The Company did not have any outstanding debentures during the year.

xx. The Company has not raised any money through a public issue during the year.

xxi. During the course of our examination of the books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor we have been informed of any such case by the management.

4. Further to our comments made in above paragraphs, we report that:

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

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books of accounts;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, the balance sheet, Statement of profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon; give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2012;

b) in the case of the Statement of profit and loss account, of the profit for the year ended on that date; and

c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

For Lodha and Co.,

Chartered Accountant

ICAI (Firm) Registration no. 301051E

R P Singh

Place: Kolkata Partner

Date: 21st May, 2012 Membership Number: 52438


Mar 31, 2011

1 We have audited the attached Balance Sheet of Rasoi Limited as at 31st March 2011, the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3 As required by the Companies (Auditor's Report) order, 2003 as amended by the companies (Auditors Report) (Amendment) order 2004 ('the order'), issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 ('the Act') and according to the information and explanations given to us and on the basis of such checks as we considered appropriate, we report that:

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

(b) There is a phased programme of verification of such assets, based on which physical verification of fixed assets is being carried out by the management. Discrepancies in respect of fixed assets verified during the year were not material. In our opinion, the frequency of such verification is reasonable having regard to the size of the Com- pany and the nature of its assets.

(c) In our opinion, during the year, the company has not disposed off substantial part of its fixed asset. In our opinion, the disposal of such assets has not affected the going concern status of the Company.

ii. (a) The inventory except for those, which are in transit and lying with third parties, have been physically verified during the year by the management. In our opinion and according to the information and explanations given to us, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories to the extent car- ried out by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventory and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper records of inventory. As far as ascertained, discrepancies noticed on verification between the physical stocks and the book records were not material and the same has been properly dealt with in the books of account.

iii. (a) The Company has granted loan to one company listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was 27 Lacs and there was no outstanding amount at the year end from the party.

b) In our opinion, the rate of interest and other terms and conditions on which loans as aforesaid have been given are prima facie not prejudicial to the interest of the Company.

(c) Loan granted to the Company was repayable on demand and this has been repaid during the year. The company was generally regular in payment of Interest.

(d) In respect of the loans granted there was no amount overdue at the year end.

(e) The Company has not taken unsecured loan from any Company listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clauses 4(iii)(f) and clause 4(iii)(g) of the order are not applicable to the Company.

iv. In our opinion and according to information and explanations given to us, having regard to the nature of business and the practices followed and the explanation regarding market quotations for purchase of materials and sale of goods, there are reasonable internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit we have not observed any major continuing failure to correct weaknesses in the internal control.

v. (a) To the best of our knowledge and belief and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act 1956 have been entered in the register required to be maintained under that Section; and.

(b) According to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements during the year which aggregate to rupees five lakhs or more in respect of each party.

vi. The Company has not accepted any deposits from the public during the year.

vii. The Company has introduced its own Internal Audit system during the year under review. In respect of the areas covered during the year, the same was commensurate with the size and nature of its business. However the scope and coverage of the areas needs to be strengthened.

viii. We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate or complete.

ix. (a) According to the information and explanations given to us and as per the records verified by us, Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. Accord- ing to the information and explanations given to us, no undisputed amount payable in respect of above dues were outstanding as at 31.03.2011 for a period of more than six months from date of becoming payable.

b) There are no dues of Sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute except the dues as given below:

Name of Nature of Amount Period to Forum where the the Dues (Rs. in which the dispute is Statute lacs) amount pending

West Bengal Purchase 1.71 1990-91 Deputy Sales Tax Commissioner of Act 1954 0.46 1994-95 Commercial Taxes ,Beliaghata Sales Tax 0.02 1990-91 1.36 1991-92 1.94 1992-93 0.13 1993-94

Central Sales Tax 0.79 2004-05 Revisional Board Sales Commercial Taxes Tax Act ,Beliaghata 1956 8.94 1990-91 Hon'ble High Court Calcutta

14.36 1991-92 Hon'ble High Court Calcutta

41.52 1992-93 Hon'ble High Court Calcutta

24.18 1993-94 Hon'ble High Court Calcutta

10.24 1994-95 Hon'ble High Court Calcutta

The Customs Custom 143.90 2003-04 Assistant Commis Act, 1962 Duty -sioner of Custo -ms

44.90 2000-01 Deputy Commis -sioner

The Central Excise 0.43 1976 Appellate Excise Act, Duty Collector 1994 0.12 1976 Appellate Collector

4.26 24.07.81 to Assistan 31.03.82 Collector

2.59 01.04.81 to Customs Excise 16.03.85 & Gold(control) Appellate Tribunal

165.65 Oct.89 to Hon'ble High Apr'91 Court Calcutta 1.66 2003-04 Central Excise and Service Tax Appellate Tribunal

West Bengal Sales Tax 17.00 2004-05 Revisional Board Sales Tax Commercial Taxes , Beliaghata x. The Company does not have any accumulated losses. The Company has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

xi. In our opinion and according to the information and ex- planations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks.

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

xii. The Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

xiv. As the Company did not deal/trade in securities during the year, and therefore, clause (xiv) of the order is not applicable.

xv. According to the information and explanations given to us, the Company has given guarantee for loans taken by others from bank. In our opinion, the terms and con- ditions on which the guarantee has been given are prima facie not prejudicial to interest of the Company.

xvi. According to the information and explanations given and based on the documents and records produced to us, no term loan has been taken by the Company during the year.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, short term funds have not been used for Long Term Investments.

xviii. 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, during the year.

xix. The Company did not have any outstanding debentures during the year.

xx. The Company has not raised any money through a public issue during the year.

xxi. During the course of our examination of the books of accounts carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor we have been informed of any such case by the management.

4. Reference is invited to Note no.22 of Schedule S regarding non-preparation of consolidated accounts of the Company due to the reason given in the said note.

5 Further to our comments made in above paragraphs, we report that:

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

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books of accounts;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report except as given in para 4 above, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March, 2011 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2011;

b) in the case of the profit and loss account, 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.

For Lodha and Co., Chartered Accountants ICAI (Firm) Registration no. 301051E

RP Singh Partner Membership Number:52438

Place: Kolkata Date :21st May, 2011


Mar 31, 2010

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

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

3 As required by the Companies (Auditors Report) order, 2003 as amended by the companies (Auditors Report) (Amendment) order 2004 (the order), issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (the Act) and according to the information and explanations given to us and on the basis of such checks as we considered appropriate, we report that:

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

(b) There is a phased programme of verification of such assets, based on which physical verification of fixed assets is being carried out by the management. Discrepancies in repect of fixed assets verified during the year were not material. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) Land and building situated at Companys unit at New Alipore, Kolkata as given in Note No. 13 of Schedule R has been disposed off during the year which has not affected the going concern assumption of the Company. Other than this, the Company has not sold any substantial part of the fixed asset.

ii. (a) The inventory except for those, which are in transit and lying with third parties, have been physically verified during the year by the management. In our opinion and according to the information and explanations given to us, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories to the extent followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventory and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper records of inventory. As far as ascertained, discrepancies noticed on verification between the physical stocks and the book records were not material and the same has been properly dealt with in the books of account.

iii. (a) The Company has granted loan to one company listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 88.50 Lacs and there was no outstanding amount at the year end from the party.

(b) In our opinion, the rate of interest and otherterms and conditions on which loans as aforesaid have been given are prima facie not prejudicial to the interest of the Company.

(c) Loans granted to Company was repayable on demand and this has been repaid during the year. The Company was generally regular in payment of interest.

(d) In respect of the loans granted there was no amount overdue at the year end.

(e) The Company has taken unsecured loan from two Companies listed in the register maintained under Section301 of the CompaniesAct, 1956. The maximum amount involved during the year was Rs 47 Lacs and the year-end balance of loans taken from such party was Rs. Nil.

(f) In our opinion, the rate of interest and other terms and conditions on which loan as aforesaid has been taken are prima facie not prejudicial to the interest of the Company.

(g) Loans taken from Companies are repayable on demand and these have been repaid during the year. Interest on above loans has generally been regularly paid.

iv. In our opinion and according to information and explanations given to us, having regard to the nature of business and the practices followed and the explanation regarding market quotations for purchase of materials and sale of goods, there are reasonable internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit we have not observed any major continuing failure to correct weaknesses in the internal control.

v. (a) To the best of our knowledge and belief and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act 1956 have been entered in the register required to be maintained under that Section; and.

(b) According to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements during the year which aggregate to rupees five lakhs or more in respect of each party.

vi. The Company has not accepted any deposits within from the public during the year.

vii. The Company has introduced its own Internal Audit System during the year under review. In respect of the areas covered during the year, the same was commensurate with the size and nature of its business. However the scope and coverage of the areas needs to-be strengthened.

viii. We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate or complete.

ix. (a) According to the information and explanations given to us and as per the records verified by us, Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, incometax, sales-tax, wealth-tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no disputed amount payable in respect of above dues were outstanding as at 31.03.2010 for a period of more than six months from date of becoming payable.

(b) There are no dues of Sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute except the dues as given below:

Name of Nature of Amount Period Forum where dispute is pending to which the the Dues (Rs. in the amount Statute lacs) relates

West Bengal Purchase 1.71 1999-91 Deputy Sales Tax Tax 0.46 1994-95 Commissioner of Act I954 Commercial Taxes

0.02 1990-91 Beliaghata

1.36 1991-92

Sales Tax

1.94 1992-93

0.13 1993-94

0.79 2004-05 Revisional Board Commercial Taxes Beliaghata 8.94 1990-91 Honhle High Court

Salcs Sales Tax Tax Act 1956 41.52 1992-93 Honhle High Court

24.18 1993-94 Honble High Court

10.24 1994-95 Honble High Court

The Customs Custom l43.90 2003-04 Assistant Commiss ioner of Customs Act. 1962 Duty

44.90 2000-01 Deputy Commissioner

0.43 1976 Appellate Collector

0.12 1976 Appellate Collector

4.26 24.07.81 to Appellate Collector 31.03.82

The Central Excjse HxciseAct. Duty 2.59 01.04.81 to Customs Hxcise & Gold (control) Appellate Tribunal 16.03.85

165.65 Oct.89to llonble High Court Apr th91

1.66 2003-04 Central Ilxcise and Service Tax Appellate Tribunal

West Bengal Sales Tax l7.00 2004-05 Revisional Board Commercial Taxes. Beliaghata Sales Tax Act 1994

x. The Company does not have any accumulated losses.

The Company has not incurred cash loss during the financial year covered by our audit. However, the company has incurred cash loss in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks.

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

xiii. The Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

xiv. As the Company did not deal/trade in securities during the year, and therefore, clause (xiv) of the order is not applicable.

xv. According to the information and explanations given to us, the Company has given guarantee for loans taken by others from bank. In our opinion, the terms and conditions on which the guarantee has been given are prima facie not prejudicial to interest of the Company.

xvi. According to the information and explanations given and based on the documents and records produced to us, no term loan has been taken by the Company during the year.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, short term funds have not been used for Long Term Investments.

xviii. 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, during the year.

xix. The Company did not have any outstanding debentures during the year.

xx. The Company has not raised any money through a public issue during the year.

xxi. During the course of our examination of the books of accounts carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor we have been informed of any such case by the management.

4 Attention is invited to Note No. 13 of Schedule R regarding Sale of land and building situated at Companys Unit at New Alipore, Kolkata.

5. Further to our comments as given above, we report that:

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

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books of accounts;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2009 from being appointed as a director interms of Section 274 (1) (g) of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a) in the case of the balance sheet, of the state, of affairs of the Company as at 31st March 2010;

b) in the case of the profit and loss account, 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.

For Lodha & Co., Chartered Accountants

R P Singh Partner Membership Number: 52438 Place: Kolkata Date : 19th May, 2010

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