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Auditor Report of RDB Rasayans Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of RDB RASAYANS LIMITED, which comprise the Balance Sheet as at March 31,2015, the Statement of Profit & Loss and Cash Flow Statement for the year ended, and also a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 misstatement.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matter in the Notes to the following financial statements:

a) Note 2.36 to thefinancial statements which, describes the uncertainty related to the outcome of pending dispute against SEBIin the matter of Public Issue.

b) Note 2.38 to the financial statements which, describes the uncertainty related to the outcome of pending dispute against West Bengal Government in the matter of Entry Tax.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records as we considered appropriate and according to the information and explanations given to us, we set out a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

1. a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As explained to us Fixed Assets of the company are physically verified by the management according to a phased programme designed to cover all the items which considering the size and nature of operations of the company appears to be reasonable. Pursuant to such program, no material discrepancies between book records and physical inventory have been noticed on physical verification.

2. a) The inventory (excluding stock lying with third parties) has been physically verified by the management at regular intervals. In respect of inventory lying with third parties, these have substantially been confirmed by them.

b) In our opinion and according to the information's 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 the nature of its business.

c) On the basis of our examinations of records of the inventory, in our opinion, the company is maintaining proper records of inventory except in respect of work-in-progress. As in earlier years, work-in-progress has been determined by the management on the basis of physical verification. The discrepancies ascertained on physical verification between the physical stock and the book records of inventory were not material in relation to the operations of the Company.

3. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, no major weakness in internal have been noticed or reported.

5. The company has not accepted deposits and the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under are not applicable.

6. The rules regarding maintenance of cost records which has been specified by the Central Government under sub-section (1) of section 148 ofthe Companies Act. 2013 are not applicable to the company.

7. a) The company is regular in depositing undisputed statutory dues including provident fund,employees' state insurance, income-tax, sales-tax, service tax, duty ofcustoms, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and there is no arrears ofoutstanding statutory dues as at the last day of the financial yearconcerned for a period of more than six months from the date they became payable.

b) According to the records of the company examined by us and according to information and explanations given to us, there are no dues in respect of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess which have not been deposited on account of any dispute except as stated below:

Nature of Nature of Amount Period Forum where Statute Dues (Rs. in Lacs) pending

West Bengal Tax on Entry of Goods Entry Tax 7.95 2014-15 Hon'ble High into Local Areas Court of Act, 2013 calcutta

c) There was no amount required to be transferred to Investor education and protection fund in accordance with the relevant provisions of the companies Act, 1956 (1 of 1956) and rules made there under.

d) The Company does not have accumulated losses in the current financial year. Further, neither there was any cash loss in the financial year under review nor in the immediately preceding financial year.

e) As per the books and records examined by us and according to the information and explanations given to us, in our opinion, the company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

f) The Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

g) In our opinion, and according to the information's and explanations given to us, the term loan has been applied, on an overall basis, for the purpose for which they were obtained.

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

Report on Other Legal and Regulatory Requirements

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

1. 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.

2. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

3. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

6. 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:

a) (i) Note 2.36 to the financial statements which, describes the uncertainty related to the

outcome of pending dispute against SEBI in the matter of Public Issue.

(ii) Note 2.38 to the financial statements which, describes the uncertainty related to the outcome of pending dispute against West Bengal Government in the matter of Entry Tax.

b) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For S. M. Daga & Co. Chartered Accountants Firm Registration No. 303119E

Deepak Kumar Daga (Partner)

Membership No. 059205 Date : The 28th day of May, 2015 11, Clive Row,Kolkata - 700 001.


Mar 31, 2014

We have audited the accompanying financial statements of RDB RASAYANS LIMITED, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit & Loss and Cash Flow Statement for the year ended, and also a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards under the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

We report that, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with Note No. 2.38 regarding non recognition of interest income of Rs. 20,453,591 (Previous Year Rs. 19,598,109) and TDS there on of Rs. 2,045,360 (Previous year Rs. 1,959,811) on Escrow Account in accordance with AS - 9, due to restrictions imposed by SEBI on utilization of IPO funds resulting in:

i) Understatement of profit for current year and current assets by Rs. 20,453,591.

ii) Under statement of reserves and current assets by Rs. 42,605,637 upto date.

and other notes give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

a) In the case of the Balance Sheet, of the state of affairs of the company as at 31 st March 2014;

b) In the case of the Statement of Profit & Loss, of the profit for the year ended 31st March 2014; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended 31st march 2014.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors'' Report) Order, 2003, issued by the Government of India in terms of sub-section (4 A) of section 227 of the Companies Act, 1956 of India (the ''Act'') and on the basis of such checks of the books and records as we considered appropriate and according to the information and explanations given to us, we set out a statement on the matters specified in paragraphs 4 and 5 of the said order.

1. a The company is maintaining proper records showing full particulars including quantitative details

b. In our opinion and as explained to us, the fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, a substantial part of

2. a. The inventory (excluding stock lying with third parties) has been physically verified by the management at regular intervals. In respect of inventory lying with third parties, these have

b. In our opinion and according to the informations and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in

c. On the basis of our examinations of records of the inventory, in our opinion, the company is maintaining proper records of inventory except in respect of work-in-progress. As in earlier years, work-in-progress has been determined by the management on the basis of physical verification. The discrepancies ascertained on physical verification between the physical stock and the book records of inventory were not material in relation to the operations of the Company.

3. a. The Company has not granted any loans secured or unsecured to any party covered in Register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of sub clauses (a) (b) (c) and (d) of clause (iii) of paragraph 4 of the order are not applicable.

b. The Company has not taken any loan during the year from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of sub clauses (e) (f) and (g) of clause (iii) of paragraph 4 of the order are not

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, no major weakness in internal have been noticed or reported.

5. a. In our opinion and according to information and explanations given to us, all the transactions that

need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been

b. Transactions made in pursuance to section 301, have been entered at price with regard to the

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore the provisions of clause (vi) are not applicable to the

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

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a

9. a. According to the information and explanations given to us and records of the company examined by us, in our opinion, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and the record examined by us, there are no dues in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and

10. The Company does not have accumulated losses. Further, neither there was any cash loss in the financial

11. As per the books and records examined by us and according to the information and explanations given to us, in our opinion, the company has not defaulted in repayment of dues to financial institutions or banks.

12. According to the information and explanations given to us and based on the documents and records examined by us, in our opinion, the company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statue applicable to chit fund / nidhi / mutual benefit fund / societies are not

14. In our opinion and according to the informations and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments.

15. The Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. In our opinion, and according to the informations and explanations given to us, the term loan has been applied, on an overall basis, for the purpose for which they were obtained.

17. Based on the information and explanations given to us and an on overall examination of the balance sheet of the company, in our opinion, no fund raised on short term basis have been used for long term

18. Based on the information and explanations given to us, in our opinion, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

19. The company does not have any debentures outstanding at any time during the year under audit and hence question of creating security in respect thereof does not arise.

20. The company has raised Rs. 35.55 crore by way of public issue in the Year ended 31st March, 201 However the fund raised could not be utilized for the purpose it was raised, due to restrictions imposed 1 SEBI (refer note no. 2. 1h and 2.34 to 2.37).

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

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 these books.

c. The Balance Sheet and The Statement of Profit & Loss and Cash Flow Statement are in agreement with the Books of Account.

d. Subject to Note No 2.38, regarding non recognition of interest, in our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 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 31st March 2014 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of Companies Act, 1956.



For S. M. Daga & Co.

Chartered Accountants Firm Registration No. 303119E

Deepak Kumar Daga (Partner) Membership No. 59205 11, Clive Row, Kolkata - 700 001. The 28th day of May, 2014


Mar 31, 2013

We have audited the accompanying financial statements of RDB RASAYANS LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit & Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Managementùs 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 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.

Auditorùs Responsibility

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

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

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

Opinion

We report that ò

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

2. 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 these books.

3. The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

4. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by these report comply with the Accounting Standards referred to in sub section (3C) of Section 211 to Companies Act, 1956.

5. On the basis of written representations received from the directors as on 31st March 2013 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2013 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with Note No. 2.37 regarding non recognition of interest income of Rs. 1,95,98,109/- (PY Rs. 25,53,937/-) and TDS thereon of Rs. 19,59,811/- (PY Rs. 2,55,394/-) on Escrow Account in accordance with AS – 9, due to restrictions imposed by SEBI on utilisation of IPO funds resulting in :

a) Understatement of profit for current year and current assets by Rs. 1,95,98,109/- in the current year.

b) Understatement of reserves and current assets by Rs. 2,21,52,046/- upto date. and other notes give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :

a) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2013;

b) In the case of the Statement of Profit & Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements As required by the Companies (Auditors'' Report) Order, 2003, issued by the Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 of India (the ‘Act'') and on the basis of such checks of the books and records as we considered appropriate and according to the information and explanations given to us, we set out a statement on the matters specified in paragraphs 4 and 5 of the said order.

1. a. The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b. In our opinion and as explained to us, the fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

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

2. a. The inventory (excluding stock lying with third parties) has been physically verified by the management at regular intervals. In respect of inventory lying with third parties, these have substantially been confirmed by them.

b. In our opinion and according to the informations 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 the nature of its business.

c. On the basis of our examinations of records of the inventory, in our opinion, the company is maintaining proper records of inventory except in respect of work- in-progress. As in earlier years, work-in-progress has been determined by the management on the basis of physical verification. The discrepancies ascertained on physical verification between the physical stock and the book records of inventory were not material in relation to the operations of the company.

3. a. The company has not granted any loans secured or unsecured to any party covered in Register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of sub clauses (a) (b) (c) and (d) of clause (iii) of paragraph 4 of the order are not applicable.

b. The company has not taken any loan during the year from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of sub clauses (e) (f) and (g) of clause (iii) of paragraph 4 of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, no major weakness in internal have been noticed or reported.

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

b. Transactions made in pursuance to section 301, have been entered at price with regard to the prevailing market price.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public. Therefore the provisions of clause (vi) are not applicable to the company.

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

8. We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. a. According to the information and explanations given to us and records of the company examined by us, in our opinion, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and the record examined by us, there are no dues in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

10. The company does not have accumulated losses. Further, neither there was any cash loss in the financial year under review nor in the immediately preceding financial year.

11. As per the books and records examined by us and according to the information and explanations given to us, in our opinion, the company has not defaulted in repayment of dues to financial institutions or banks.

12. According to the information and explanations given to us and based on the documents and records examined by us, in our opinion, the company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statue applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the company.

14. In our opinion and according to the informations and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments.

15. The company has given guarantee in connection with loan taken by the group companies from banks or financial institutions in preceeding financial years, which has been released in the current year under review and there is no guarantee given by company remains outstanding as the end of the reporting period. According to the information and explanations given to us, we are of the opinion that the terms and conditions, on which the company has given guarantees for such loans, are not prejudicial to the interest of the company.

16. In our opinion, and according to the informations and explanations given to us, the term loan has been applied, on an overall basis, for the purpose for which they were obtained.

17. Based on the information and explanations given to us and an on overall examination of the balance sheet of the company, in our opinion, no fund raised on short term basis have been used for long term investment.

18. Based on the information and explanations given to us, in our opinion, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

19. The company does not have any debentures outstanding at any time during the year under audit and hence question of creating security in respect thereof does not arise.

20. The company has raised Rs. 35.55 crore by way of public issue in the Year ended 31st March, 2012. However the fund raised could not be utilized for the purpose it was raised, due to restrictions imposed by SEBI (refer note no. 2.1h and 2.33 to 2.36).

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

Chartered Accountants

Firm Registration No. 303119E

Deepak Kumar Daga

Partner

Membership No. 059205

11, Clive Row,

Kolkata – 700 001. The

27th day of May, 2013


Mar 31, 2012

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

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

We report that -

a) We have obtained all the informations and explanations, which to the best to 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 these books.

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

d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by these report comply with the Accounting Standards referred to in sub section (3C) of Section 211 to 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, we report that none of the directors are 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 Companies Act, 1956.

In our opinion and based on the informations and according to the explanations given to us, the said accounts read together with the significant accounting policies and other notes thereon annexed thereto give the informations 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:

1) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

2) In the case of the Statement of Profit & Loss, of the profit for the year ended on that date; and

3) 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 by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub section (4A) of Section 227 of Companies Act, 1956, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the informations and explanations given to us, the matters specified in the said order are given hereunder to the extent they are applicable. (i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) In our opinion and as explained to us, the fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

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

(ii) (a) The inventory (excluding stock lying with third parties) has been physically verified by the management at regular intervals. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequencies of verifications are reasonable.

(b) In our opinion and according to the informations 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 the nature of its business.

(c) On the basis of our examinations of records of the inventory, in our opinion, the Company is maintaining proper records of inventory except in respect of work-in-progress. As in earlier years, work-in-progress has been determined by the management on the basis of physical verification. The discrepancies ascertained on physical verification between the physical stock and the book records of inventory were not material in relation to the operations of the Company.

(iii) (a) The Company has granted secured loans, to one company covered in Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.40 crores and the year end balance of loan granted to such party was Rs. Nil.

(b) In our opinion and according to the informations and explanations given to us, the rate of interest and other terms and conditions on which loans have been granted to such company are not, prima facie prejudicial to the interest of the Company.

(c) The parties have repaid the principal amount and interest as stipulated.

(d) The Company has not taken any loan during the year from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of sub clauses (e) (f) and (g) of clause (iii) of paragraph 4 of the order are not applicable.

(iv) In our opinion and according to the informations and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company and according to the informations and explanations given to us, no major weakness in internal have been noticed or reported.

(v) (a) In our opinion and according to the informations and explanations given to us, the particulars of contracts or arrangements that need to be entered into register maintained under Section 301 of Companies Act, 1956 have been so entered.

(b) In our opinion and according to the informations and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at relevant time.

(vi) In our opinion and according to the informations and explanations given to us, the Company has not accepted any deposits from the public. Therefore the provisions of clause (vi) are not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to the informations and explanations given to us and records of the Company examined by us, in our opinion, no undisputed amounts payable in respect of provident fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the informations and explanations given to us and the record examined by us, there are no dues in respect of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The Company does not have accumulated losses. Further, neither there was any cash loss in the current financial year nor in the immediately preceding financial year.

(xi) As per the books and records examined by us and according to the informations and explanations given to us, in our opinion, the Company has not defaulted in repayment of dues to financial institutions or banks.

(xii) According to the informations and explanations given to us and based on the documents and records examined by us, in our opinion, the Company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statue applicable to chit fund/ nidhi / mutual benefit fund / societies are not applicable to the Company.

(xiv) In our opinion and according to the informations and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

(xv) The Company has given corporate guarantee to bank for loans taken by the group companies from banks or financial institutions. According to the informations and explanations given to us, we are of the opinion that the terms and conditions, on which the Company has given guarantees for such loans, are not prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, and according to the informations and explanations given to us, the term loan have been applied, on an overall basis, for the purpose for which they were obtained.

(xvii) Based on the informations and explanations given to us and an on overall examination of the balance sheet of the Company, in our opinion, no fund raised on short term basis have been used for long term investment and vice versa.

(xviii) Based on the informations and explanations given to us, in our opinion, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) The Company does not have any debentures outstanding at any time during the year under audit and hence question of creating security in respect thereof does not arise.

(xx) The Company has raised Rs.35.55 crore by way of public issue during the year under review, however the fund raised could not be utilised for the purpose it was raised, due to restrictions imposed by SEBI (refer note no. 2.1.h and 2.35).

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

For S. M. DAGA & CO.

Chartered Accountants

Firm Registration No. 303119E

11, Clive Row, Megh Raj Daga

Kolkata - 700 001 (Partner)

28th May 2012 Membership No. 013625

 
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