Auditor Report of Rasoya Proteins Ltd.
Mar 31, 2016
INDEPENDENT AUITORS REPOKT
The Member of
RASOYAPROTEINS LIMTED
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Rasoya Proteins Limited (He Company!), which comprise the Balance Sheet as at March 31,2016, the Statement of profit and Loss, the Cash Row Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Management Responsibility for the Standalone financial Statements
The Company Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (He Act of) with respect to the preparation of these standalone financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 â s responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
W e have taken into account the provisions of the Act and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.
W e conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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 preparation of the financial statements that give a 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 Directors, as well as evaluating the overall presentation of the financial statements.
W e believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Basis for Qualified Opinion
a) During the year, the company has written off trade receivable to the extent of Rs. 197.91 crores. W e are not completely satisfied about the write off of these trade receivables without the company having taken proper recovery efforts or legal action.
b) During the year, the company has written off stock worth Rs. 92.82crores. However, subsequently the company has sold the stock at scrap value, proceeds of which are shown under miscellaneous receipts. However, we cannot comment on the quality of the stock since there was no appropriate certification from any outside agency regarding such stock.
c) Statement / confirmation for the bill discounting facility taken by the company for Rs. 19.99 crores from Bank of Baroda, cash credit facilities from State Bank of India for Rs. 68.32crores and secured loan taken from a ISBF Outstanding for Rs. 5crores was not made available for verification and the same is subject to confirmation from the respective companies.
d) As per the accounting policy of the company and as per the Accounting Standard -11 The Effects of Changes in Foreign Exchange rates; the exchange differences that arise on settlement of monetary items or on reporting at each balance sheet date of the Company monetary items at the closing rate are recognized as income or expense in the period in which they arise. However, the company has not recognized exchange gain of Rs. 41 crores on account of advance given to a subsidiary company.
e) The company in contravention of section 138oftheCompaniesAct,2013hasnotappointed any internal auditor with regards to the internal audit of the company. A so, the company has not appointed any cost auditor for the year under review which is contravention of sub section (2) of section 148 of the Companies Act, 2013.
f) Attention of the members is invited to note no. 30regarding the financial statements of the Company having been prepared on a going concern basis, notwithstanding the fact that its net worth is completely eroded due to cash losses in previous and the year under review, inability to pay bank debts, substantial write offs of trade receivables and stock. The appropriateness of the said basis is in dependent on the Company ability to infuse requisite funds for meeting its obligations.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2016, and its loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, we report that:
(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, except for the effect of the matters described in paragraph for Basis of Qualified Opinion above, 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 Row Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, except for the effect of the matters described in paragraph for Basis of Qualified opinion above, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Art, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2016from being appointed a said director in terms of Section 164 (2) of the Art.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A
(g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2016onitsfinancial position in litigations financial statements as referred to in Note No. 31 to the financial statements.
ii. The Company has made provision as at March 31,2016, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31,2016.
2. As required by the Companies (Auditor Report) Order, 2016) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Art (hereinafter referred to as the order), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3and 4of the order.
For Ms. V.N. Bhuwania & Co.,
Chartered Axountants,
Firm Fteg. No.: 101482W
pace: Nagpur V.N. Bhuwania
Date : May 30,2016 Proprietor
mem.No: 7068
Mar 31, 2015
REPORT ON FINANCIAL STATEMENTS
We have audited the accompanying standalone financial statements of
Rasoya Proteins Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2015, the Profit and Loss Statement, 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 standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
AUDITORS' RESPONSIBILITY
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there under.
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 misstatements.
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 financial control relevant to the Company's
preparation of the financial statements that give a true and fair view
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on
whether the Company has in place an adequate internal financial
controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by the Company's directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
BASIS FOR QUALIFIED OPINION
a) We have come across transactions of sale to the extent of Rs. 69.83
crores and purchase to the extent of Rs. 24 crores where there are no
adequate supporting documents trail which would prove the proper
transfer of goods and completeness of these transactions.
b) Attention is drawn to Paragraphs (ii) (c) and (iv) of the annexure
to this report as regards to maintenance of inventory records and
internal control system respectively.
c) Bank statement for the bill discounting facility taken by the
company for Rs. 19.99 crores from Bank of Baroda was not made available
for verification and the same is subject to confirmation from the bank.
d) As per the accounting policy of the company and as per the
Accounting Standard -11
The Effects of Changes in Foreign Exchange rates; the exchange
differences that arise on settlement of monetary items or on reporting
at each balance sheet date of the Company's monetary items at the
closing rate are recognised as income or expense in the period in which
they arise. However, the company has not recognised exchange gain of
Rs. 29 crores on account of advance given to a subsidiary company.
QUALIFIED OPINION
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matters
described in the Basis for Qualified opinion paragraph above, the
aforesaid standalone financial statements give the information required
by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2015, and its
loss and its cash flows for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor's Report) Order, 2015 ('the
Order'), issued by the Central Government in terms of section 143(11)
of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and except for the possible effect of the matters
described in paragraph of Basis for Qualified Opinion above, 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, except for the effect of the matters described in
paragraph of Basis for Qualified Opinion above, 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, except for the effect of the matters described in
paragraph of Basis for Qualified Opinion above the aforesaid financial
statements comply with Accounting Standards specified under section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules, 201 4;
e) On the basis of 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, 201 5, from being
appointed as a Director in terms of section 1 64(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 its financial statements as referred to in Note
No. 42 to the financial statements.
(ii) The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
and as required on long-term contracts including derivative contracts.
(iii) There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Annexure to the Independent Auditor's Report
(Referred to in Paragraph Of the Independent Auditors' report of the
even date :
(i) In respect of the fixed assets of the company:
(a) As per the information and explanations given by the management,
the company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) As per the information and explanations given by the management,
the fixed assets are periodically verified by the management, which in
our opinion is reasonable, having regard to the size of the Company and
the nature of its assets. Fixed assets have been verified by the
management and no material discrepancies have been noticed on such
physical verification.
(c) In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year, and therefore, do not affect the
going concern status of the company.
(ii) In respect of the inventories of the company
(a) As explained, the inventories have been physically verified by the
management during the year at reasonable intervals. We have not
physically verified the stock and verification report have not been
made available for our verification.
(b) In our opinion and according to the information and explanations
given to us, the - procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and nature of its business.
(c) In view of the fact that we have come across inadequate stock
records, inadequate supporting documentary trail in respect of the some
of the sale and purchase transactions, we are not in a position to
comment upon proper transfer of goods and completeness of those
transactions, adequacy of stock records as well as determination and
correctness of material discrepancies on physical verification and
treatment thereof in the books of accounts. We have therefore, accepted
the inventories as taken, valued and certified by the management.
(iii) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 189 of the Act. Therefore, the provisions of Clause
3(iii), (iii) (a), and (iii) (b) of the said Order are not applicable
to the Company.
(iv) In our opinion and according to the information and explanations
given to us, the internal control system is inadequate commensurate
with the size of the Company and the nature of its business with
regards to purchase of inventories, for the sale of goods and services,
inventory management and debtors and creditors management where there
are weaknesses and needs to be corrected and the internal control
system needs to be strengthened.
(v) The Company has accepted deposits from public during the financial
year 2013-14 within the meaning of the provisions of Sections 58A,
58AAof the Companies Act, 1 956 and the rules framed there under to the
tune of Rs. 3,30,35,000/-. The total outstanding of such Public
deposits, including interest as on the Balance Sheet Date stands at Rs.
2,54,82,884/-. There were no such deposits which have matured and have
not been claimed by Depositor or have not been paid by the Company
after the due date. As per the Companies Act, 2013 all the outstanding
deposits had to be repaid as on March 31, 2015. However, the Company
Law Board has approved the repayment of the outstanding deposits as per
the original tenure.
(vi) The Central Government has prescribed maintenance of Cost records
under sub- section (1) of section 148 of the Act. We are informed that
such accounts and records have been prima facie maintained. We have not
however, made a detailed examination of the same with a view to
determine whether they are accurate or complete.
(vii) (a) According to the records of the Company, the Company is
generally regular in depositing undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees'
State Insurance, Income-tax, Sales-tax, Wealth-tax, Service Tax,
Customs Duty, Excise Duty, cess and other statutory dues with
appropriate authorities; except for the following undisputed amounts
payable in respect of such statutory dues which have remained
outstanding as at 31- March, 201 5 for a period more than six months
from the date they became payable.
Name of the Statute Amount (in Rs.)
Cess on Soya Seed 1,10,017/-
(b) According to the records of the company, the dues of sales tax,
service tax, income tax, Customs Duty, Excise Duty, cess which have not
been deposited on account of disputes and the forum where the dispute
is pending are as under:
Name of the Nature of Amount Period to Forum where dispute
statute the Dues (in Rs.) which amount is pending
relates
Maharashtra Sales Tax F.Y. 2000-01 Sales Tax Tribunal,
Sales Tax 2,169,293 Mumbai
Maharashtra Sales Tax F.Y. 2002-03 Jt. Commissioner of
Sales Tax 9,747,165 Sales Tax (Appeals)
Maharashtra Sales Tax F.Y. 2003-04 Jt. Commissioner of
Sales Tax 3,385,167 Sales Tax (Appeals)
Maharashtra Sales Tax F.Y. 2004-05 Sales Tax Tribunal,
Sales Tax 16,473,454 Mumbai
Maharashtra Sales Tax F.Y. 2011-12 Jt. Commissioner of
Sales Tax 33,427,155 Sales Tax (Appeals)
Income Tax Penalty U/s. A.Y. 2004-05 Hon'ble Mumbai High
271 (1) (c) 1,382,073 Court, Nagpur Bench
Income Tax Penalty U/s. A.Y. 2005-06 Hon'ble Mumbai High
271 (1) (c) 841,745 Court, Nagpur Bench
Income Tax Penalty U/s. A.Y. 2006-07 Hon'ble Mumbai High
271 (1) (c) 4,560,447 Court, Nagpur Bench
TOTAL 71,986,499
(c) The company has been regular in transferring amounts to the
Investor Education and Protection Fund in accordance with the relevant
provisions of the Act ad rules made there under within time.
(viii) The company does not have accumulated losses at the end of the
financial year. The Company has incurred cash losses to the tune of Rs.
47.45 crores during the current financial year, but it has not incurred
cash loss during the immediately preceding financial year.
(ix) As per the books of accounts, we are of the opinion that the
company has defaulted in servicing of its dues to banks since last five
months amounting to Rs. 17,40,98,005/.
(x) According to the information and explanations given to us, the
terms and conditions of the guarantee given by the company for bill
discounting facility for loans taken by sister concern is not prima
facie prejudicial to the interest of the company.
(xi) According to the information & explanations given to us by the
management, term loans were applied for the purpose for which they were
obtained.
(xii) On the basis of our examination and according to the information
and explanations given to us, no material fraud, on or by the Company,
has been noticed or reported during the year.
For V.N.BHUWANIA & CO.
Chartered Accountants
(Registration No. 101482W)
Sd/-
V.N.BHUWANIA
Proprietor
Membership No.: 7068
Place : Nagpur
Date : May 30, 2015
Mar 31, 2014
REPORT ON FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Rasoya Company
Limited ("the Company"), which comprise the Balance Sheet as at March
31,2014, 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
The Company''s 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 notified under the Companies
Act, 1956 (the Act) read with the General Circular 15/2013 dated
September 13, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013 and in accordance with the
accounting principles generally accepted in India. 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 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, but not for the
purpose of expressing an opinion on the effectiveness of the Company''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 audit opinion.
In our opinion and to the best of our information and according to the
explanations given to us, the accompanying financial statements give
the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2014;
b) In the case of the Statement of Profit and Loss Account, of the
profit for the year ended on that date; and
c) In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENT
1. As required by the Companies (Auditor''s Report) Order, 2003, as
amended by the ''the Companies (Auditor''s Report) Amendment Order, 2004,
issued by the Central Government of India and 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, the Statement of Profit and Loss,
and the Cash Flow Statement comply with Accounting Standards notified
under 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;
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 Paragraph 1 of the Auditors report of the even date)
As required by the Companies (Auditor''s Report) Order, 2003 (as
amended) and according to the information and explanations given to us
during the course of the audit and on the basis of such checks as were
considered appropriate, we report that:
(I) (a) The company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, all the fixed assets have been physically
verified by the management, which in our opinion is reasonable, having
regard to the size of the Company and the nature of its assets. The
frequency of verification is reasonable and no material discrepancies
have been noticed on such physical verification.
(c) In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year, and therefore, do not affect the
going concern status of the company.
(ii) (a) The inventories have been physically verified by the
management during the year at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and nature of its business.
(c) The company has maintained proper records of inventories.
Discrepancies noticed on physical verification of inventories as
compared to book records were not material.
(iii) The Company has not granted/taken loans, secured or unsecured,
to/from companies, firms or other parties covered in the register
maintained under section 301 of the Act. Therefore, the provisions of
Clause 4(iii)(b),(c) and (d),(e),(f) and (g) of the said Order are not
applicable to the Company.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventories, fixed assets and for
the sale of goods and services. During the course of our audit, and
according to the information and explanation given to us, we have
neither come across, nor have been informed of any continuing failure
to correct major weakness in the aforesaid internal control system.
Internal audit for the Wadgaon division has not been done since it is
the first year of operations of the division. However, internal
controls and checks of the company are in place.
(v) (a) The transaction made in pursuance of contracts or arrangements,
that need to be entered in the register required to be maintained under
Section 301 of the Companies Act, 1956 have been recorded in the
register
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements referred to in (v)(a) above and exceeding the value of Rs.
5 lakh with any party during the year have been made at prices which
are reasonable having regard to the prevailing market prices at the
relevant time.
(vi) The Company has accepted deposits from public during the year
within the meaning of the provisions of Sections 58A, 58AA of the Act
and the Companies (Acceptance of Deposit) Rules, 1975 to the tune of
Rs. 3,30,35,000/-. The total outstanding of such Public deposits as on
the Balance Sheet Date stands at Rs. 32347000/-. There were no such
deposits which have matured and have not been claimed by Depositor or
have not been paid by the Company after the due date.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size of the Company and the nature of its
business.
(viii) The Central Government has prescribed maintenance of Cost
records pursuant to Companies (Cost Accounting Records) Rules, 2011
under section 209(1)(d) of the Companies Act, 1956. We are informed
that such accounts and records have been prima facie maintained. We
have not however, made a detailed examination of the same with a view
to determine whether they are accurate or complete.
(ix) (a) According to the records of the Company, the Company is
generally regular in depositing undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees''
State Insurance, Income- tax, Sales-tax, Wealth-tax, Service Tax,
Customs Duty, Excise Duty, cess and other statutory dues with
appropriate authorities. According to the information and explanations
given to us, there are no undisputed amounts payable in respect of such
statutory dues which have remained outstanding as at 31st March, 2014
for a period more than six months from the date they became payable.
(b) According to the records of the company, the dues of sales tax,
service tax, income tax, Customs Duty, Excise Duty, cess which have not
been deposited on account of disputes and the forum where the dispute
is pending are asunder:
Name of the Nature of Amount Period to which Forum where
dispute is
statute the Dues
Maharashtra Sales Tax 21,69,293 F.Y. 2000-01 Sales Tax
Tribunal,
Mumbai
Sales Tax
Maharashtra Sales Tax 97,47,165 F.Y. 2002-03 Jt. Commiss
ioner of
Sales
Sales Tax Tax (Appe
als)
Maharashtra Sales Tax 33,85,167 F.Y. 2003-04 Jt. Commiss
ioner of
Sales
Sales Tax Tax (Appe
als)
Maharashtra Sales Tax 1,64,73,454 F.Y. 2004-05 Sales Tax
Tribunal,
Mumbai
Sales Tax
TOTAL 3,17,75,079
(x) The company does not have accumulated losses at the end of the
financial year. The Company has not incurred any cash losses during the
current financial year and in the immediately preceding financial year.
(xi) Based on our audit procedures and the information & explanations
given by the management, we are of the opinion that the company has not
defaulted in repayment of its dues to any financial institutions, banks
or debenture holders.
(xii) Based on our examination of the records and the information and
explanations given to us, the Company has not granted any loans and/or
advances on the basis of security by way of pledge of shares,
debentures and other securities.
(xiii) Clause (xiii) of the order is not applicable to the Company as
the company is not a Chit Fund Company or Nidhi/Mutual Benefit
Fund/Society.
(xiv) The Company has maintained proper records of the transactions 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 not given any guarantee for loans taken by others from
banks and financial institutions.
(xvi) According to the information & explanations given to us by the
management, term loans were applied for the purpose for which they were
obtained.
(xvii) According to the information & explanations given to us by the
management, and on an overall examination of the Balance Sheet of the
Company, we report that the funds raised on short-term basis have been
used for short-term purposes.
(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 Act during the year. Accordingly, the provisions of
Clause 4(xviii) of the Order are not applicable to the Company.
(xix) No Debentures have been issued by the Company and hence, the
question of creating securities in respect thereof does not arise.
(xx) The Company has not raised money by way of issue of shares during
the year and hence the provisions of this clause of the Order are not
applicable to the Company.
(xxi) On the basis of our examination and according to the information
and explanations given to us, no material fraud, on or by the Company,
has been noticed or reported during the year.
For V. N. BHUWANIA& CO.
Chartered Accountants
Firm Registration No. 101482W
(CAV.N.BHUWANIA)
Place: Nagpur Proprietor
Date: May 30,2014 Membership No.: 7068
Mar 31, 2013
We have audited the accompanying financial statements of Rasoya
Proteins Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2013, and the Statement of Profit and Loss and Cash
Flow Statement for the year ended and a summary of significant
accounting policies and other explanatory information.
Managements'' 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.
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 auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
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.
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 221Q) of the Act, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C), of section 211 of the Companies Act, 1956;
e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2013, from being
appointed as a director in terms of clause (g) of sub- section (1) of
section 274 of the Companies Act, 1956.
f) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
As required by the Companies (Auditor''s Report) Order, 2003 (as
amended) and according to the information and explanations given to us
during the course of the audit and on the basis of such checks as were
considered appropriate, we report that:
(i) (a) The company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, all the fixed assets have been physically
verified by the management, which in our opinion is reasonable, having
regard to the size of the Company and the nature of its assets. The
frequency of verification is reasonable and no material discrepancies
have been noticed on such physical verification.
(c) In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year, and therefore, do not affect the
going concern status of the company.
(ii) (a) The inventories have been physically verified by the
management during the year at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and nature of its business.
(c) The company has maintained proper records of inventories.
Discrepancies noticed - on physical verification of inventories as
compared to book records were not material.
(iii) (a) The Company has granted loan to its subsidiary covered in the
register maintained under Section 301 of the Companies Act, 1956 (''the
Act''). The maximum amount outstanding at any time during the year was
Rs. 1,56,06,16,651 and the year-end balance of such loan amounted to
Rs. 1,56,06,16,651. Other than the above, the Company has not granted
any loans, secured or unsecured, to companies, firms or parties covered
in the register maintained under Section 301 of the Act.
(b) In our opinion, the rate of interest and other terms and conditions
on which loans, if any, have been granted by the Company are not, prima
facie, prejudicial to the interest of the Company.
(c) In respect of such loans granted by the Company, where stipulations
have been made, the repayment of principal amount and interest has been
regular.
(d) There are no overdue amounts more than Rs. 1 lakh in respect of the
loan granted to a body corporate listed in the register maintained
under Section 301 of the Act,.
(e) In our opinion, the Company has not received any loans, secured or
unsecured from companies, firms or other parties covered in the
register maintained under section 301 of the Act. Accordingly,
paragraphs 4(iii)(e) to 4(iii)(g) of the Order are not applicable.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventories, fixed assets and for
the sale of goods and services. During the course of our audit, we
have not observed any continuing failure to correct major weakness in
internal control system.
(v) (a) The transaction made in pursuance of contracts or arrangements,
that need to be entered in the register required to be maintained under
Section 301 of the Companies Act, 1956 have been recorded in the
register.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements referred to in (v)(a) above and exceeding the value of Rs.
5 lakh with any party during the year have been made at prices which
are reasonable having regard to the prevailing market prices at the
relevant time.
(vi) The Company has not accepted any deposits from public during the
year from the public within the meaning of the provisions of Sections 5
8 A, 58AA or any other relevant provisions of the Act and the Companies
(Acceptance of Deposit) Rules, 1975.
(vii) The Company has an internal audit system commensurate with the
size of the Company and the nature of its business.
(viii) The Central Government has prescribed maintenance of Cost
records pursuant to Companies (Cost Accounting Records) Rules, 2011
under section 209(1)(d) of the Companies Act, 1956. We are informed
that such accounts and records have been prima facie maintained; we
have not however, made a detailed examination of the same.
(ix) (a) According to the records of the Company, the Company is
generally regular in depositing undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees''
State Insurance, Income-tax, Sales- tax, Wealth-tax, Service Tax,
Customs Duty, Excise Duty, cess and other statutory dues with
appropriate authorities. According to the information and explanations
given to us, there are no undisputed amounts payable in respect of such
statutory dues which have remained outstanding as at 31st March, 2013
for a period more than six months from the date they became payable.
(b) According to the records of the company, the dues of sales tax,
service tax, income tax, Customs Duty, Excise Duty, cess which have not
been deposited on account of disputes and the forum where the dispute
is pending are as under:
Name of the Nature of Amount Period to which Forum where
statute the Dues (in Rs.) amount relates dispute is
pending
Maharashtra
Sales Tax Sales Tax 21,69,293 F.Y. 2000-01 Sales Tax
Tribunal,
Mumbai
Maharashtra
Sales Tax Sales Tax 97,47,165 F.Y. 2002-03 Jt.Commissioner
of Sales Tax
(Appeals)
Maharashtra
Sales Tax Sales Tax 33,85,167 F.Y.2003-04 Jt.Commissioner
of Sales Tax
(Appeals)
Maharashtra
Sales Tax Sales Tax 1,64,73,454 F.Y. 2004-05 Sales Tax
Tribunal,
Mumbai
TOTAL 3,17,75,079
(x) The company does not have accumulated losses at the end of the
financial year. The Company has not incurred any cash losses during the
current financial year and in the immediately preceding financial year.
(xi) Based on our audit procedures and the information & explanations
given by the management, we are of the opinion that the company has not
defaulted in repayment of its dues to any financial institutions, banks
or debenture holders.
(xii) Based on our examination of the records and the information and
explanations given to us, the Company has not granted any loans and/or
advances on the basis of security by way of pledge of shares,
debentures and other securities.
(xiii) Clause (xiii) of the order is not applicable to the Company as
the company is not a Chit Fund Company or Nidhi/Mutual Benefit
Fund/Society.
(xiv) The Company has maintained proper records of the transactions 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 not given any guarantee for loans taken by others from
banks and financial institutions.
(xvi) According to the information & explanations given to us by the
management, term loans were applied for the purpose for which they were
obtained.
(xvii) According to the information & explanations given to us by the
management, and on an overall examination of the Balance Sheet of the
Company, we report that the funds raised on short-term basis have been
used for short-term purposes.
(xviii) According to the information & explanations given to us, while
converting warrants allotted on preferential basis the Company has made
preferential allotment of shares to promoters and strategic investors.
In our opinion, the price at which shares have been issued is not
prejudicial to the interest of the Company.
(xix) No Debentures have been issued by the Company and hence, the
question of creating securities in respect thereof does not arise.
(xx) The Company has raised money by way of issue of shares against
share warrants during the year for 6400000 shares of Face value of Rs.5
each and through bonus issue in the ratio of 2:1 of face value Rs. 1
each and total capital stands at Rs. 1,70,89,31,700.:
(xxi) On the basis of our examination and according to the information
and explanations given to us, no material fraud, on or by the Company,
has been noticed or reported during the year.
For V. N. BHUWANIA & CO.
Chartered Accountants
Firm Registration No. 101482W
Place : Nagpur.
Date : May 16,2012
(CA V.N. BHUWANIA)
Proprietor
Membership No.: 7068
Mar 31, 2012
1. We have audited the attached Balance Sheet of RASOYA PROTEINS
LIMITED (the company) as at 31st March, 2012, the Statement of Profit
and Loss 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 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 includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, as
amended, issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, and on the
basis of such checks of the books of records of the company as we
considered appropriate and according to the information and
explanations given to us, we enclose in the Annexure a statement on the
matters specified in the paragraphs 4 and 5 of the said order.
4. Further to our comments in the Annexure referred to in paragraph 3
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 purposes of our
audit;
b) In our opinion, proper books of accounts as required by law, have
been kept by the Company, so far as appears from our examination of the
books;
c) In our opinion the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement dealt with by this report are in agreement with the
books of accounts maintained by the Company;
d) In our opinion the Balance Sheet, Statement of Profit & Loss and
Cash Flow Statement referred to in this report, comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956;
e) On the basis of written representations received from the Directors,
as on 31st March, 2012 and taken on record by the Board of Directors of
the company, we report that none of the Directors is disqualified as on
31st March, 2012 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with the Significant Accounting Policies and 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:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 st March, 2012;
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.
As required by the Companies (Auditor's Report) Order, 2003 (as
amended) and according to the information and explanations given to us
during the course of the audit and on the basis of such checks as were
considered appropriate, we report that:
(I) (a) The company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and the
nature of its assets. The frequency of verification is reasonable and
no material discrepancies have been noticed on such physical
verification.
(c) In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year, and therefore, do not affect the
going concern status of the company.
(ii) (a) The inventories have been physically verified by the
management during the year at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and nature of its business.
(c) The company has maintained proper records of inventories.
Discrepancies noticed on physical verification of inventories as
compared to book records were not material.
(iii) (a) The Company has granted loan to its subsidiary covered in the
register maintained under Section 301 of the Companies Act, 1956
('the Act'). The maximum amount outstanding at any time during the
year was Rs 1,13,56,07,994 and the year-end balance of such loan
amounted to Rs 1,13,56,07,994. Other than the above, the Company has
not granted any loans, secured or unsecured, to companies, firms or
parties covered in the register maintained under Section 301 oftheAct.
| (b) In our opinion, the rate of interest and other terms and
conditions on which
; loans, if any, have been granted by the Company are not, prima facie,
prejudicial to the interest of the Company.
(c) In respect of such loans granted by the Company, where stipulations
have been made, the repayment of principal amount and interest has been
regular.
(d) There are no overdue amounts more than Rs 1 lakh in respect of the
loan granted to a body corporate listed in the register maintained
under Section 301 of the Act.
(e) In our opinion, the Company has not received any loans, secured or
unsecured from companies, firms or other parties covered in the
register maintained under section 301 of the Act. Accordingly,
paragraphs 4(iii)(e) to 4(iii)(g) of the Order are not applicable.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventories, fixed assets and for
the sale of goods and services. During the course of our audit, we have
not observed any continuing failure to correct major weakness in
internal control system.
(v) (a) The transaction made in pursuance of contracts or arrangements,
that need to be entered in the register required to be maintained under
Section 301 of the Companies Act, 1956 have been recorded in the
register
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements referred to in
(v)(a) above and exceeding the value ofRs 5 lakh with any party during
the year have been made at prices which are reasonable having regard to
the prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits from public during the
year from the public within the meaning of the provisions of Sections
58A, 58AA or any other relevant provisions of the Act and the Companies
(Acceptance of Deposit) Rules, 1975.
(vii) The Company has an internal audit system commensurate with the
size of the Company and the nature of its business. As regards
Company's solvent unit at Malkapur, which has commenced this year,
internal audit report was not available for our verification.
(viii) The Central Government has prescribed maintenance of Cost
records pursuant to Companies (Cost Accounting Records) Rules, 2011
under section 209(1 )(d) of the Companies Act, 1956. We are informed
that such accounts and records have been prima facie maintained; we
have not however, made a detailed examination of the same.
(ix) (a) According to the records of the Company, the Company is
generally regular in depositing undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees'
State Insurance, Income-tax, Sales- tax, Wealth-tax, Service Tax,
Customs Duty, Excise Duty, cess and other statutory dues with
appropriate authorities. According to the information and explanations
given to us, there are no undisputed amounts payable in respect of such
statutory dues which have remained outstanding as at 31st March, 2012
for a period more than six months from the date they became payable.
(b) According to the records of the company, the dues of sales tax,
service tax, income tax, Customs Duty, Excise Duty, cess which have not
been deposited on account of disputes and the forum where the dispute
is pending are as under:
Name of the Nature of Amount Period to which Forum where
statute the Dues (in Rs) amount relates dispute is pending
Maharashtra
Sales Tax Sales Tax 21,69,293 F.Y. 2000-01 Sales Tax Tribunal,
Mumbai
Maharashtra
Sales Tax Sales Tax 97,47,165 F.Y. 2002-03 Jt. Commissioner of
Sales Tax (Appeals)
Maharashtra
Sales Tax Sales Tax 33,85,167 F.Y. 2003-04 Jt. Commissioner of
Sales Tax (Appeals)
Maharashtra
Sales Tax Sales Tax1,64,73,454 F.Y 2004-05 Sales Tax Tribunal,
Mumbai
Income
Tax Act, 1961 Income Tax 13,82,073 A.Y. 2004-05 Income Tax
Appellate
Tribunal, Nagpur
Income
Tax Act, 1961 Income Tax 8,41,745 A.Y 2005-06 Income Tax
Appellate
Tribunal, Nagpur
Income Tax
Act, 1961 Income Tax 45,60,447 A.Y. 2006-07 Income Tax
Appellate
Tribunal, Nagpur
TOTAL 3,85,59,344
(x) The company does not have accumulated losses at the end of the
financial year. The Company has not incurred any cash losses during the
current financial year and in the immediately preceding financial year.
(xi) Based on our audit procedures and the information & explanations
given by the management, we are of the opinion that the company has not
defaulted in repayment of its dues to any financial institutions, banks
or debenture holders.
(xii) Based on our examination of the records and the information and
explanations given to us, the Company has not granted any loans and/or
advances on the basis of security by way of pledge of shares,
debentures and other securities.
(xiii) Clause (xiii) of the order is not applicable to the Company as
the company is not a Chit Fund Company or Nidhi/Mutual Benefit
Fund/Society.
(xiv) The Company is not dealing or trading in shares, securities,
debentures or other investment and therefore, the requirements of
Clause (xiv) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks and financial institutions.
(xvi) According to the information & explanations given to us by the
management, term loans were applied for the purpose for which they were
obtained.
(xvii) According to the information & explanations given to us by the
management, and on an overall examination of the Balance Sheet of the
Company, we report that the funds raised on short-term basis have been
used for short-term purposes.
(xviii) According to the information & explanations given to us, while
converting warrants allotted on preferential basis the Company has made
preferential allotment of shares to promoters and strategic investors.
In our opinion, the price at which shares have been issued is not
prejudicial to the interest of the Company.
(xix) No Debentures have been issued by the Company and hence, the
question of creating securities in respect thereof does not arise.
(xx) The Company has raised money by way of issue of shares against
share warrants during the year for 5 800000 shares of Face value of Rs
10 each and 13 600000 shares of Face value ofRs 5 each and total capital
stands at Rs 53,76,43,900.
(xxi) On the basis of our examination and according to the information
and explanations given to us, no material fraud, on or by the Company,
has been noticed or reported during the year.
For V. N. BHUWANIA & CO.
Chartered Accountants
Firm Registration No. 101482W
Place : Nagpur.
Date : 30.05.2012
(CAV.N. BHUWANIA)
Proprietor
Membership No.: 7068
Mar 31, 2011
1. We have audited the attached Balance Sheet of RASOYA PROTEINS
LIMITED as at 31st March, 2011, and also the Profit and Loss account
and also the Cash Flow Statement of the Company for the year ended on
that date, annexed hereto. These financial results are the
responsibility of the management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, and on the
basis of such checks of the books of records of the company as we
considered appropriate and according to the information and
explanations given to us, we enclose in the Annexure a statement on the
matters specified in the paragraphs 4 ãt 5 of the said order.
4. Further to our comments in the Annexure referred to in paragraph 3
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 law have
been kept by the Company, so far as appears from our examination of the
books;
c) The Balance Sheet, Profit & Loss Account & Cash Flow statement dealt
with by this report are in agreement with the books of accounts
maintained by the Company;
d) In our opinion the Balance Sheet, Profit & Loss Account & Cash Flow
Statement referred to in this report, comply with the mandatory
Accounting Standards referred to in sub-section (3C) of Section 211 of
the CompaniesAct, 1956,exceptAS-11 (Revised).
e) In our opinion and to the best of our information and according to
the explanations given to us, and read together with note no.2 of Notes
to Accounts as per Schedule "Z", give the information required by the
Companies Act, 1956.
f) On the basis of written representations received from the directors,
as on 31st March, 2011 and taken on record by the Board of Directors of
the company, we report that none of the directors is disqualified as on
31 st March, 2011 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
g) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes in Schedule "Z" give the information required by the
Companies Act, 1956, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i) in the case of the Balance Sheet, of the State of affairs of the
Company as at 31st March, 2011;
ii) in the case of the Profit & Loss Account, of the Profit of the
Company for the year ended on that date; and
iii) in the case of the Cash Flow statement, of the cash flows for the
year ended on that date.
Annexure (referred to in paragraph 3 of our Report of even date)
As required by the Companies (Auditor's Report) Order, 2003 (as
amended) and according to the information and explanations given to us
during the course of the audit and on the basis of such checks as were
considered appropriate, we report that:
1. a) The company has maintained proper records showing full
particulars including quantitative details and situation
of fixed assets;
b) As explained to us, the assets have been physically verified by the
management in accordance with a phased programme of verification, which
in our opinion, is reasonable, considering the size and the nature of
its business. The frequency of verification is reasonable and no
material discrepancies have been noticed on such physical verification.
2. a) The inventories have been physically verified by
the management during the year at reasonable intervals;
b) The procedures of physical verification of the inventories followed
by the management are reasonable and adequate in relation to the size
of the company and nature of its business.
c) The company has maintained proper records of inventories and
discrepancies noticed on physical verification of inventories as
compared to book records were not material.
3. a) The Company has not granted any loans secured
or unsecured to companies, firms or other parties covered in the
Register, maintained under Section 301 of the Companies Act, 1956.
b) The rate of interest and other terms and conditions on which loans,
if any, have been granted by the Company are not, prima facie,
prejudicial to the interest of the Company.
c) In respect of such loans granted by the
Company, where stipulations have been made, the Repayment of principal
amount and interest has been regular.
d) In respect of loans granted by the Company, there are no overdue
amounts more than Rs. 1,00,000 each.
e) According to the information provided and explanations given, the
Company has not received any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under section 301 of the act.
f) The rate of interest and other terms and conditions on which such
loans have been taken by the Company are not, prima facie, prejudicial
to the interest of the Company.
g) In respect of such loans granted by the Company, -where stipulations
have been made, the Repayment of principal amount and interest has been
regular.
4. In our opinion & according to the information & explanations given
to us, there are adequate internal control procedures commensurate with
the size of the Company and the nature of its business with regard to
purchase of inventories, fixed assets and for the sale of goods and
services. There is no continuing failure to correct major weaknesses in
the internal control system.
5. a) The transaction made in pursuance of contracts
or arrangements, that need to be entered in the register maintained
under Section 301 of the Companies Act, 1956 have been recorded in the
register;
b) The transaction made in pursuance of contracts or arrangements, have
been made at prices which are reasonable having regard to the prevailing
market prices that were prevailing at the relevant time.
6. The Company has not accepted any deposits during the year from the
public within the meaning of the provisions of Sections 58A, 58AA or
any other relevant provisions of the Act and the Companies (Acceptance
of Deposit) Rules, 1975.
7. In our opinion, the Company has an adequate internal audit system
commensurate with the size of the Company and the nature of its
business.
8. The Central Government has prescribed maintenance of the Cost
Records under section 209(1 )(d) of the Companies Act, 1956 in respect
of the company's product. We have broadly reviewed the books and
records maintained by the company in this connection and are of the
opinion that, prima facie, the prescribed accounts and records have
been maintained. However we have not carried out a detailed examination
of the records with a view to determining whether they are accurate and
complete.
9. a) According to the records of the Company, the Company is
generally regular in depositing undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income- tax, Sales-tax, Wealth-tax, Service
Tax, Customs Duty, Excise Duty, cess and other statutory dues with
appropriate authorities. According to the information and explanations
given to us, there are no undisputed amounts payable in respect of such
statutory dues which have remained outstanding as at 31 st March, 2011
for a period more than six months from the date they became payable.
b) According to the records of the company, the dues of sales tax,
service tax, income tax, Customs Duty, Excise Duty, cess which have not
been deposited on account of disputes and the forum where the dispute
is pending are as under:
Name of the statute Amount (Rs.) Period Forum where dispute
is pending
Maharashtra Sales Tax 10,54,632 2000-2001 Sales Tax Tribunal,
Mumbai
Maharashtra Sales Tax 21,33,243 2002-2003 Jt. Comm. of Sales Tax
(Appeals), Nagpur
Maharashtra Sales Tax 28,85,167 2003-2004 Jt. Comm. of Sales Tax
(Appeals), Nagpur
Maharashtra Sales Tax 94,73,454 2004-2005 Jt. Comm. of Sales Tax
(Appeals), Nagpur
Income TaxAct 22,80,224 A/Y2006-2007 Income Tax Appellate
Tribunal,Nagpur
10. There are no accumulated losses of the company as on 31st March,
2011. The Company has not incurred any cash losses in the current
financial year and in the immediately preceding financial year.
11. Based on our audit procedures and the information & explanations
given by the management, we are of the opinion that the company has not
defaulted in repayment of its dues to any financial institutions, banks
or debenture holders.
12. Based on our examination of the records and the information and
explanations given to us, the Company has not granted any loans and/or
advances on the basis of security by way of pledge of shares,
debentures and other securities.
13. Clause (xiii) of the order is not applicable to the Company as the
company is not a Chit Fund Company or Nidhi/Mutual Benefit
Fund/Society.
14. The Company is not dealing or trading in shares, securities,
debentures or other investment and hence, the requirements of Clause
(xiv) are not applicable to the Company.
15. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks and financial institutions.
16. According to the information ãt explanations given to us by the
management, term loans were applied for the purpose for which they were
obtained.
17. According to the information & explanations given to us by the
management, and on an overall examination of the Balance Sheet of the
Company, we report that the funds raised on short-term basis have been
used for short-term purposes.
18. According to the information & explanations given to us, while
converting warrants allotted on preferential basis the Company has made
preferential allotment of shares to promoters and strategic investors.
In our opinion, the price at which shares have been issued is not
prejudicial to the interest of the Company.
19. No Debentures have been issued by the Company and hence, the
question of creating securities in respect thereof does not arise.
20. The Company has raised money by way of GDR Issue during the year
for 1044571 GDRs (equivalent to 20891420 shares) and total capital
stands at Rs. 41,16,43,900/-.
21. On the basis of our examination and according to the information
and explanations given to us, no fraud, on or by the Company, has been
noticed or reported during the year.
For V.N.BHUWANIAaCO.
Chartered Accountants,
FRN No. : 101482W
(CAV.N.BHUWANIA)
Proprietor
Place: Nagpur M.No.:7068
Date: 30th May 2011
Mar 31, 2010
1) We have audited the attached Balance Sheet of RASOYA PROTEINS
LIMITED as at 31st March, 2010, and also the Profit and Loss account
and also the Cash Flow Statement of the Company for the year ended on
that date, annexed hereto. These financial results are the
responsibility of the management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2) We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3) As required by the Companies (Auditors Report) Order, 2003, (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, and on the
basis of such checks of the books of records of the company as we
considered appropriate and according to the information and
explanations given to us, we enclose in the Annexure a statement on the
matters specified in the paragraphs 4 & 5 of the said order.
4) Further to our comments in the Annexure referred to in paragraph 3
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 law have
been kept by the Company, so far as appears from our examination of the
books;
c) The Balance Sheet, Profit & Loss Account & Cash Flow statement dealt
with by this report are in agreement with the books of accounts
maintained by the Company;
d) In our opinion the Balance Sheet, Profit & Loss Account & Cash Flow
Statement referred to in this report, comply with the mandatory
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956.
e) On the basis of written representations received from the directors,
as on 31 st March, 2010 and taken on record by the Board of Directors
of the company, we report that none of the directors is disqualified as
on 31st March, 2010 from being appointed as a director in terms of
clause (g) of sub-section (1) of section 274 of the Companies Act,
1956.
f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes in Schedule "W" give the information required by the
Companies Act, 1956, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i) in the case of the Balance Sheet, of the State of affairs of the
Company as at31st March, 2010;
ii) in the case of the Profit & Loss Account, 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.
As required by the Companies (Auditors Report) Order, 2003 (as
amended) and according to the information and explanations given to us
during the course of the audit and on the basis of such checks as were
considered appropriate, we report that:
1. a) The company has maintained proper records
showing full particulars including quantitative details and situation
of fixed assets;
b) As explained to us, the assets have been physically verified by the
management in accordance with a phased programme of verification, which
in our opinion, is reasonable, considering the size and the nature of
its business. The frequency of verification is reasonable and no
material discrepancies have been noticed on such physical verification.
2. a) The inventories have been physically verified by
the management during the year at reasonable intervals;
b) The procedures of physical verification of the inventories followed
by the management are reasonable and adequate in relation to the size
of the company and nature of its business.
c) The company has maintained proper records of inventories and
discrepancies noticed on physical verification of inventories as
compared to book records were not material.
3. a) The Company has not granted any loans secured
or unsecured to companies, firms or other parties covered in the
Register, maintained under Section 301 of the Companies Act, 1956.
b) The rate of interest and other terms and conditions on which loans,
if any, have been granted by the Company are not, prima facie,
prejudicial to the interest of the Company.
c) In respect of such loans granted by the
Company, where stipulations have been made, the Repayment of principal
amount and interest has been regular.
d) In respect of loans granted by the Company, there are no overdue
amounts more than Rs. 1,00,000 each.
e) According to the information provided and explanations given, the
Company has not received any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under section 301 of the act.
f) The rate of interest and other terms and conditions on which such
loans have been taken by the Company are not, prima facie, prejudicial
to the interest of the Company.
g) In respect of such loans granted by the Company, where stipulations
have been made, the Repayment of principal amount and interest has been
regular.
4. In our opinion & according to the information & explanations given
to us, there are adequate internal control procedures commensurate with
the size of the Company and the nature of its business with regard to
purchase of inventories, fixed assets and for the sale of goods and
services. There is no continuing failure to correct major weaknesses in
the internal control system.
5. a) The transaction made in pursuance of contracts
or arrangements, that need to be entered in the register maintained
under Section 301 of the Companies Act, 1956 have been recorded in the
register;
b) The transaction made in pursuance of contracts or arrangements, have
been made at prices which are reasonable having regard to the
prevailing market prices that were prevailing at the relevant time.
6. The Company has not accepted any deposits during the year from the
public within the meaning of the provisions of Sections 58A, 58AA or
any other relevant provisions of the Act and the Companies (Acceptance
of Deposit) Rules, 1975.
7. In our opinion, the Company has an adequate internal audit system
commensurate with the size of the Company and the nature of its
business.
8. The Central Government has prescribed maintenance of the Cost
Records under section 209(l)(d) of the Companies Act, 1956 in respect
of the companys product. We have broadly reviewed the books and
records maintained by the company in this connection and are of the
opinion that, prima facie, the prescribed accounts and records have
been maintained. However we have not carried out a detailed examination
of the records with a view to determining whether they are accurate and
complete.
9. a) According to the records of the Company, the Company is
generally regular in depositing undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income- tax, Sales-tax, Wealth-tax, Service
Tax, Customs Duty, Excise Duty, cess and other statutory dues with
appropriate authorities. According to the information and explanations
given to us, there are no undisputed amounts payable in respect of such
statutory dues which have remained outstanding as at 31st March, 2010
for a period more than six months from the date they became payable.
b) According to the records of the company, the dues of sales tax,
service tax, income tax, Customs Duty, Excise Duty, cess which have not
been deposited on account of disputes and the forum where the dispute
is pending are as under:
Name of the statute Amount (Rs.) Period Forum where dispute is pending
Maharashtra Sales Tax 10,54,632 2000-2001 Sales Tax Tribunal, Mumbai
Maharashtra Sales Tax 21,33,243 2002-2003 Jt. Comm. of Sales Tax
(Appeals), Nagpur
Maharashtra Sales Tax 28,85,167 2003-2004 Jt. Comm. of Sales Tax
(Appeals), Nagpur
Maharashtra Sales Tax 1,14,73,454 2004-2005 Jt. Comm. of Sales Tax
(Appeals), Nagpur
Income TaxAct 6,91,036 A/Y2004-2005 Asst. Comm. of Income Tax,
Wardha
Income TaxAct 4,20,872 A/Y2005-2006 Asst. Comm. of Income Tax,
Wardha
Income TaxAct 22,80,224 A/Y2006-2007 Asst. Comm. of Income Tax,
Wardha
10. There are no accumulated losses of the company as on 31st March,
2010. The Company has not incurred any cash losses in the current
financial year and in the immediately preceding financial year.
11. Based on our audit procedures and the information & explanations
given by the management, we are of the opinion that the company has not
defaulted in repayment of its dues to any financial institutions, banks
or debenture holders.
12. Based on our examination of the records and the information and
explanations given to us, the Company has not granted any loans and/or
advances on the basis of security by way of pledge of shares,
debentures and other securities.
13. Clause (xiii) of the order is not applicable to the Company as the
company is not a Chit Fund Company or Nidhi/Mutual Benefit
Fund/Society.
14. The Company is not dealing or trading in shares, securities,
debentures or other investment and hence, the requirements of Clause
(xiv) are not applicable to the Company.
15. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks and financial institutions.
16. According to the information & explanations given to us by the
management, term loans were applied for the purpose for which they were
obtained.
17. According to the information & explanations given to us by the
management, and on an overall examination of the Balance Sheet of the
Company, we report that the funds raised on short-term basis have been
used for short- term purposes.
18. The company has issued 67,00,000 equity shares of Rs. 10/- each at
a premium of Rs. 26/- per share & 58,00,000 warrants of Rs. 10/- each
to promoter group and strategic investors at a premium of Rs. 26/- per
warrant (25% of the price fixed to be paid on application) on
preferential basis.
19. No Debentures have been issued by the Company and hence, the
question of creating securities in respect thereof does not arise.
20. The Company has not raised any money by way of public issues
during the year and therefore the question of creating security in
respect thereof does not arise.
21. On the basis of our examination and according to the information
and explanations given to us, no fraud, on or by the Company, has been
noticed or reported during the year.
ForV.N.BHUWANIA&CO.
Chartered Accountants,
(V.N.BHUWANIA)
Proprietor
Place: Nagpur M.No.:7068
Date: 14th May 2010
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