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Auditor Report of Rasoya Proteins Ltd.

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 £t 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 £t 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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