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Auditor Report of Ruchi Soya Industries Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of RUCHI SOYA INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the Company's branches at Peddapuram and Ampapuram.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE 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.

AUDITOR'S 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 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 standalone financial statements.

BASIS OF QUALIFIED OPINION

(a) Attention is drawn to Note 35 relating to remuneration of Rs. 187.37 lac paid to the Managing Director in excess of the permissible limits included under the head Employee Costs. The Company proposes to apply to the Central Government for the necessary approval and also obtain sanction of the members in the ensuing General Meeting.

(b) Attention is drawn to Note 36 relating to remuneration of Rs. 0.12 lac paid to a Director in excess of the permissible limits and included under the head Other Receivables under Short Term Loans and Advances in Note 19. The Company proposes to recover the same from the said Director.

BASIS OF DISCLAIMER OF OPINION:

As stated in Note 37 to the accounts, pending investigation, the amount of loss on account of misappropriation of funds by some of the employees of the Company at two of its branches audited by the branch auditors and the recovery, if any, in respect thereof cannot be estimated. We are, therefore, unable to comment on the impact, if any, on the financial statements for the year ended March 31, 2015.

OPINION

Except as stated in the 'Basis of Qualified Opinion' paragraph and 'Basis of Disclaimer of Opinion' paragraph, in our opinion and to the best of our information and according to the explanations given to us, 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 profits and cash flows for the year ended on that date.

EMPHASIS OF MATTER

Without qualifying our opinion:

Attention is drawn to Note 2(M) relating to the Scheme of Amalgamation and Arrangement between Mac Oil Palm Limited and the Company and their respective shareholders sanctioned by the Hon'ble High Court of Judicature at Mumbai in an earlier year, pursuant to which, an amount of Rs. 14,115.43 lac (previous year Rs. 4,564.17 lac) has been debited to Business Development Reserve as per the details given in Note 2(M).

Had the Scheme approved by the Hon'ble High Court not prescribed the accounting treatment as described in Note 2(M), the accumulated balance in the General Reserve and Securities Premium account as at March 31, 2015 would have been higher by Rs. 5,193.54 lac and Rs. 23,842.30 lac respectively, profit for the year would have been lower by Rs. 3,837.86 lac, the accumulated balance in Statement of Profit and Loss as at March 31, 2015 would have been lower by Rs. 19,696.38 lac, the balance in Revaluation Reserve would have been Rs. 14,711.59 lac as against to Rs. Nil and the balance in Business Development Reserve would have been Rs. Nil.

However, the aggregate balance in Reserves and Surplus as at March 31, 2015 would have remained the same.

OTHER MATTERS

We did not audit the financial statements and information of two branches included in the standalone financial statements of the Company whose financial statements / financial information reflect total assets of Rs. 25,708.03 lac as at March 31, 2015 and total revenues from operations of Rs. 3,746.57 lac for the year ended on that date, as considered in the standalone financial statements. The financial statements/information of these branches have been audited by the branch auditors whose reports have been furnished to us and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the report of such branch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

(b) In our opinion, proper books of accounts as required by law have been kept by their Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

(c) The reports on the accounts of the branch offices of the Company audited under Section 143(8) ofthe Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

(d) 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 and with the returns received from the branches not visited by us.

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements — Refer Note 30 relating to Contingent Liabilities and Commitments;

ii. The Company has made provision as required under applicable law or accounting standard, for foreseeable losses, if any, on long term contracts including derivate 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 Independent Auditors' Report

Referred to in paragraph 1 of the Report on Other Legal and Regulatory Requirements of even date to the members of RUCHI SOYA INDUSTRIES LIMITED on the financial statements for the year ended March 31, 2015.

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

(b) As explained to us, the fixed assets of the Company have been physically verified by the Management during / at the end of the year, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

ii. (a) The inventory (other than stocks with third parties) has been physically verified by the Management during / at the end of the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of inventory records, in our opinion, Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to book records.

iii. The Company has granted unsecured loans to five Companies covered in the register maintained under section 189 of the Companies Act, 2013. The maximum amount outstanding during the year and year end balances of such loans aggregates to Rs. 15,192.91 lac and Rs. 2,278.34 lac respectively.

a. The receipts of principal amounts and interest have been regular/ as per stipulations.

b. There are no ovedue amount in excess of Rs. one lac remaining outstanding as at year end.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the 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, we have not observed any continuing failure to correct major weakness in the internal control system.

v. The Company has not accepted deposits within the meaning of section 73 to 76 of the Companies Act, 2013 and the rules framed there under. Hence, clause (v) of the Order is not applicable to the Company for the year under audit.

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

vii (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, employee's state insurance, income- tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. Except for statutory dues amounting to Rs. 3.42 lac, there are no amounts outstanding as at March 31, 2015 for period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess that have not been deposited on account of any dispute, except as follows:

Name of the Statute Nature of Dues Amount Disputed Rs. in lac

The Central Sales Tax Act, Vat Tax/Sales Tax/ 6,931.18 1956, VAT Act and Local Entry Tax/Sales Tax Sales Tax Acts Demand and penalty, 11,530.46 as applicable. 5,013.90 10,738.30 3,721.75 328.53

The Central Excise Excise Duty 460.21 Act, 1944 5,562.86 198.03

Service Tax under Service Tax 236.81 Finance Act, 1994 11.17

The Customs Duty Custom Duty 1,156.80 Act, 1962 356.72 13,141.72 189.86 334.04

The Income Income Tax 11,031.65 Tax Act, 1961 50.32 176.27

Other Acts Octroi/ Electricity 12.25 Duty/ Local Body Tax/ 52,521.62 Biological Diversity Act/ Stamp Act 16.34

Total 1,23,720.80

Name of the Statute Period to Which Dispute relates

The Central Sales Tax Act, 2000-01, 2003-04 1956, VAT Act and Local to 2009-10 & 2012-13 Sales Tax Acts 1999-00 to 2008-09 1999-00 to 2008-09, 2010-11 1999-00 to 2009-10 2004-06 and 2007-08 2003-04 & 2004-05

The Central Excise 2004-05, 2005-06 Act, 1944 2001-02 to 2012-13 2004-05, 2009-10,

Service Tax under 2002-03, 2008-09 to 2012-13 Finance Act, 1994 2011-12, 2012-13

The Customs Duty 2001-02 and 2004-05 Act, 1962 2001-02 and 2007-08 1998-99, 2003-04 to 2006-07 and 2012-13 to 2013-14 2003-04, 2006-07, 2013-14 2001-02, 2004-05 and 2009-10

The Income 2007-08 to 2011-12 Tax Act, 1961 2007-08 2006-07 to 2013-14

Other Acts 2004-05 2005-06, 2010-11 and 2013-14 2012-13

Name of the Statute Forum Where Dispute is Pending

The Central Sales Tax Act, High Court 1956, VAT Act and Local Sales Tax Acts Tribunal Commissioner Appeals DC Appeals / Joint Commissioner (Appeals) Assessment Settlement Commission

The Central Excise High Court Act, 1944 Tribunal 2005-06, 2008-09, Commissioner 2011-12and 2013-14 (Appeals)

Service Tax under Tribunal Finance Act, 1994 Commissioner (Appeals)

The Customs Duty Supreme Court Act, 1962 High Court Tribunal CESTAT Commissioner (Appeals) AC Appeals / DC Appeals

The Income Commissioner Appeals Tax Act, 1961 DC Appeals / Joint Commissioner (Appeals) Assessment

Other Acts Supreme Court High Court Assessment

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

viii The Company does not have accumulated losses as at March 31, 2015 and it has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year.

ix The Company has not defaulted in repayment of dues to financial institutions or banks. There are no dues payable to debenture holders as at March 31, 2015.

x In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions, are prima facie not prejudicial to the interests of the Company.

xi In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

xii During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, except for the matter relating to two of the branches (referred to in Note 37), we have neither come across any instance of fraud on or by the Company, noticed or reported during the period, nor have we been informed of such case by the Management.

For P. D. Kunte& Co. (Regd.) Chartered Accountants Firm Registration No. 105479W

D.P. Sapre Place : Mumbai Partner Date : May 27, 2015 Membership No.40740


Mar 31, 2014

We have audited the accompanying financial statements of Ruchi Soya Industries 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

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. 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 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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 reasonable basis for our audit opinion.

OPINION

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

EMPHASIS OF MATTER

Without qualifying our opinion,

a) Attention is drawn to Note 2(M) relating to the Scheme of Amalgamation and Arrangement between Mac Oil Palm Limited and the Company and their respective shareholders sanctioned by the Hon''ble High Court of Judicature at Mumbai in an earlier year, pursuant to which, an amount of Rs. 4,564.17 lac (previous year Rs. 6,230.45 lac) has been debited to Business Development Reserve as per the details given in Note 2(M).

Had the Scheme, approved by the Hon''ble High Court, not prescribed the accounting treatment as described in Note 2(M), the accumulated balance in the General Reserve and Securities Premium account as at March 31, 2014 would have been higher by Rs. 5,193.54 lac and Rs. 23,842.30 lac respectively, profit for the year would have been lower by Rs. 2,008.35 lac, the accumulated balance in Statement of Profit and Loss as at March 31, 2014 would have been lower by Rs. 15,858.52 lac, the balance in Revaluation Reserve would have been Rs. 24,989.16 lac as against Rs. Nil and the balance in Business Development Reserve would have been Rs. Nil.

However, the aggregate balance in Reserves and Surplus as at March 31, 2014 would have remained the same.

b) Attention is drawn to Note 34, relating to remuneration paid to the Managing Director in excess of the permissible limits by Rs. 66.97 lac, which has since been recovered by the Company. The Company is in process of applying to the Central Government for the necessary approval. The said amount will be paid and charged to the statement of profit and loss on receipt of necessary approval.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended (the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ''the Act'' and on the basis of such verification of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required under provisions of section 227(3) of the Companies Act, 1956, 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 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.

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 Act.

f. The reports on the accounts of the branch offices under section 228 have been forwarded to us and have been dealt with in preparing our report in the manner considered necessary by us.

OTHER MATTERS

We did not audit the financial statements of two branches, whose financial statements reflect total assets (net) of Rs. 24,256.06 lac as at March 31, 2014 (Previous Year Rs. 16,694.29 lac), total revenues (before tax) of Rs. 5,961.02 lac (Previous Year Rs. 4,325.53 lac) and net cash inflows amounting to Rs. 575.31 lac (Previous Year outflow Rs. 824.16 lac) for the year then ended. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion in so far as it relates to the two branches is based solely on the reports of the other auditors. Our opinion is not qualified in respect of this matter.

Annexure to Independent Auditors'' Report

Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of even date to the members of RUCHI SOYA INDUSTRIES LIMITED on the financial statements for the year ended March 31, 2014.

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

(b) As explained to us, the fixed assets of the Company have been physically verified by the Management during / at the end of the year, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

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

2. (a) The inventory (other than stocks with third parties) has been physically verified by the Management during / at the end of the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to book records.

3. (a) The Company has granted unsecured loans to five Companies covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year and the year- end balance of such loans aggregates to Rs. 25,024.77 lac and Rs. 3,870.55 lac respectively.

(b) In our opinion, the rate of interest charged in respect of these loans is prima facie not prejudicial to the interests of the Company. There are no other terms and conditions stipulated in respect of these loans.

(c) In respect of these loans, there is no stipulation as to the repayment of the principal amount and payment of interest. Hence, we have not commented on regularity of repayment of principal amounts and payment of interest in respect of these loans.

(d) In view of our comments in clause (c) above, paragraph 3(d) of the Order is not applicable.

(e) The Company has not taken any unsecured loan from any Company covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of the clause (e) to (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories 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, we have not observed any continuing failure to correct major weakness in the internal control system.

5. (a) In our opinion, based on audit procedures applied by us, and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, wherever similar transactions have been entered into with other parties or prevailing market prices are available, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lac in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. In respect of contracts or arrangements, where comparable market prices are not available, we are unable to comment as to whether these transactions have been made at prevailing market prices at the relevant time.

6. I n our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed thereunder.

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

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

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues of Provident Fund, Investor Education and Protection fund, Employees'' State Insurance, Income-tax, Wealth tax, Sales tax, Value Added Tax, Service tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities. Except for statutory dues aggregating to Rs. 77.98 lac relating to Service tax which has since been deposited, there are no amounts in relation to undisputed statutory dues outstanding for a period exceeding six months from the date they were payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of Income-Tax, Sales-Tax, Entry Tax, Wealth-Tax, Service-Tax, Customs Duty, Excise Duty and Cess as at March 31, 2014 which have not been deposited on account of disputes are as follows:

Name of the Statue Nature of Dues Amount Disputed (Rs. In lac)

The Central Sales Tax Act, Vat Tax/Sales Tax/ 3,712.56 1956, VAT Act and Local Entry Tax/Sales Tax

Sales Tax Acts Demand and penalty, 9,695.99

as applicable. 4,238.84

3,730.26 529.23

590.90

The Central Excise Act, 1944 Excise Duty 466.22

3,011.41

221.12

2,555.38

Service Tax Under Finance Service Tax 216.09 Act, 1994

9.80

1.55

The Custom Duty Act, 1962 Custom Duty 856.03

657.49

13,141.72

176.97

346.93

The Income Income Tax 45.00 Tax Act, 1961

346.01

112.42

236.02

Other Acts Octroi/ Electricity 12.25 Duty / Local Body Tax / Biological Diversity Tax

200.98

1,04,641.28

16.34

TOTAL 1,49,768.79

Name of the Statue Period to Which Forum Where Dispute relate Dispute is Pending

The Central Sales Tax Act, 2000-01, 2003-04 High Court 1956, VAT Act and Local to 2012-13

Sales Tax Acts 1999-00 to 2008-09 Tribunal

1999-00 to 2010-11 Commissioner Appeals

1997-98 to 2009-10 DC Appeals / Joint Commissioner (Appeals) 2004-05 & 2007-08 Assessment

2003-04 & 2004-05 Settlement Commission

The Central Excise Act, 1944 2003-04, 2004-05, 2005- High Court 06, 2009-10, 2012-13

2001-02 to 2012-13 Tribunal

2004-05 to Commissioner 2011-12, 2013-14 (Appeals)

2009-10 Assessment

Service Tax Under Finance 2002-03, Tribunal Act, 1994 2008-09 to 2009-10

2004-05 to 2007-08, Commissioner 2011-12 to 2012-13 (Appeals)

2008-09 AC Appeals / DC Appeals

The Custom Duty Act, 1962 2001-02 and 2004-05 Supreme Court

2001-02 to 2004-05, High Court 2006-07 to 2007-08

1998-99, 2003-04 TribunalCESTAT to 2006-07, 2012-13, 2013-14

2003-04, 2005-06, 2006- Commissioner 07, 2013-14 (Appeals)

2001-02, 2003-04 and AC Appeals 2004-05, 2012-13 / DC Appeals

The Income 1985-86 and 2004-05 High Court Tax Act, 1961

2005-06, 2010-11, and Commissioner 2011-12 Appeals

2005-06, 2008-09 to DC Appeals 2011-12 / Joint Commissioner (Appeals)

2006-07 to 2008-09 Assessment

Other Acts 2004-05 Supreme Court

2005-06 and 2010-11 High Court

2012-13 and 2013-14 Tribunal

2012-13 Assessment

Note : Out of the above, demands amounting to Rs. 1,11,298.54 lac have been stayed by various authorities.

10. The Company does not have accumulated losses as at March 31, 2014 and it has not incurred cash losses in the financial year ended on that date or in immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date. There are no dues payable to the debenture holders as at March 31, 2014.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund or society. The provisions of clause (xiii) of paragraph 4 therefore are not applicable to the Company.

14. As informed to us and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are prima facie not prejudicial to the interests of the Company.

16. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures during the year.

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

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 information 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 such case by the Management.

For and on behalf of P.D. Kunte & Co. (Regd.) Chartered Accountants Firm Registration No: 105479W

D.P. Sapre Place : Mumbai Partner Date : May 30, 2014 Membership No: 40740


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Ruchi Soya Industries Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 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 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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 reasonable basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2013;

(b) in the case of the Statement of Profit and 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.

EMPHASIS OF MATTER

Without qualifying our opinion, attention is drawn to Note 2(M) relating to the Scheme of Amalgamation and Arrangement between Mac Oil Palm Limited and the Company and their respective shareholders sanctioned by the Hon''ble High Court of Judicature at Mumbai in an earlier year, pursuant to which, an amount of Rs. 6,230.45 lac (previous year Rs. 4,598.87 lac) has been debited to Business Development Reserve as per the details given note 2(M).

Had the Scheme, approved by the Hon''ble High Court, not prescribed the accounting treatment as described in note 2(M), the accumulated balance in the General Reserve and Securities Premium account as at March 31, 2013 would have been higher by Rs. 5,193.54 lac and Rs. 23,842.30 lac respectively, profit for the year would have been lower by Rs. 4,080.43 lac, the accumulated balance in Statement of Profit and Loss as at March 31, 2013 would have been lower by Rs. 13,850.16 lac, the balance in Revaluation Reserve would have been Rs. 27,544.97 lac as against to Rs. Nil and the balance in Business Development Reserve would have been Rs. Nil.

However, the aggregate balance in Reserves and Surplus as at March 31, 2013 would have remained the same.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended (the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ''the Act'' and on the basis of such verification of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required under provisions of section 227(3) of the Companies Act, 1956, 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the accounting standards referred to in subsection (3C) of section 211 of the Act;

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 Act.

Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of even date to the members of RUCHI SOYA INDUSTRIES LIMITED on the financial statements for the year ended March 31, 2013.

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

(b) As explained to us, the fixed assets of the Company have been physically verified by the Management during / at the end of the year, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

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

2. (a) The inventory (other than stocks with third parties) has been physically verified by the Management during / at the end of the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to book records.

3. (a) The Company has granted unsecured loans to three companies covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year and the year-end balance of such loans aggregates to Rs. 16,168.80 lac and Rs. 2,670.18 lac respectively.

(b) In our opinion, the rate of interest charged in respect of these loans is prima facie not prejudicial to the interests of the Company. There are no other terms and conditions stipulated in respect of these loans.

(c) In respect of these loans, there is no stipulation as to the repayment of the principal amount and payment of interest. Hence, we have not commented on regularity of repayment of principal amounts and payment of interest in respect of these loans.

(d) In view of our comments in clause (c) above, paragraph 3(d) of the Order is not applicable.

(e) The Company has taken interest free unsecured loan from one company covered in the register maintained under Section 301 of the Act. The maximum amount outstanding at anytime during the year and the year-end balance of such loan aggregates to Rs. 16,420.9 lac and Rs. Nil respectively.

(f) There are no other terms and conditions in respect of the said loan.

(g) In respect of the said loan, there is no stipulation as to the repayment of the principal amount. Hence, we have not commented on whether the Company is regular in repayment of principal amount in respect of the said loan.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories 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, we have not observed any continuing failure to correct major weakness in the internal control system.

5. (a) In our opinion, based on audit procedures applied by us, and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, wherever similar transactions have been entered into with other parties or prevailing market prices are available, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five lac in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. In respect of contracts or arrangements, where comparable market prices are not available, we are unable to comment as to whether these transactions have been made at prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

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

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues of Provident Fund, Investor Education and Protection fund, Employees'' State Insurance, Income-tax, Wealth tax, Sales tax, Value Added Tax, Service tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities. Except for statutory dues aggregating to Rs. 70.63 lac relating to VAT/Service tax (of which Rs. 7.29 lac has since been paid), there are no amounts in relation to undisputed statutory dues outstanding for a period exceeding six months from the date they were payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, entry tax, wealth-tax, service-tax, customs duty, excise duty and cess as at March 31, 2013 which have not been deposited on account of disputes are as follows:

Name of the Statue Nature of Amount Disputed Dues (Rs. In lac)

The Central Sales Tax Act, 1956, VAT Vat Tax/Sales 882.53 Act and Local Sales Tax Acts Tax/Entry Tax/Sales Tax Demand and penalty, as applicable.

11,574.28

621.19

4,950.29

4.86

561.59

The Central Excise Act, 1944 Excise Duty 441.22

2,354.93

123.49

2,555.38

Name of the Staute Period to Which Forum Where Dispute Dispute relate is pending

The Central Sales Tax Act, 1956 2000-01, 2003-04 to 2008-09 High Court

1999-00 to 2008-09 Tribunal

1999-00 to 2010-11 Commissioner Appeals

1999-00 to 2009-10 DC Appeals / Joint Commissioner (Appeals)

2004-05 & 2007-08 Assessment

2003-04 & 2004-05 Settlement Commission

The Central Excise Act, 1944 2003-04 to 2005-06 High Court

2002-03 to 2011-12 Tribunal

2002-03, 2004-05 to 2007-08 Commissioner (Appeals)

2009-10 Assessment

10. The Company does not have accumulated losses as at March 31, 2013 and it has not incurred cash losses in the financial year ended on that date or in immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date. There are no dues payable to the debenture holders as at March 31, 2013.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund or society. The provisions of clause (xiii) of paragraph 4 therefore are not applicable to the Company.

14. As informed to us and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are prima facie not prejudicial to the interests of the Company.

16. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures during the year.

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

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 information 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 such case by the Management.

For and on behalf of

P.D. Kunte & Co. (Regd.)

Chartered Accountants

Firm Registration No: 105479W

D.P. Sapre

Place : Mumbai Partner

Date : May 30, 2013 Membership No: 40740


Mar 31, 2012

1. We have audited the attached Balance Sheet of Ruchi Soya Industries Limited ("the Company") as at March 31, 2012, the related Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As reguired by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together "the Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956'('the Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Without qualifying our opinion, attention is drawn to Note 2(L) relating to the Scheme of Amalgamation and Arrangement between Mac Oil Palm Limited and the Company and their respective shareholders sanctioned by the Hon'ble High Court of Mumbai in an earlier year pursuant to which an amount ofRs. 4,598.87 lac (previous year Rs. 6,440.04 lac) has been debited to Business Development Reserve as per details given in note 2(L).

Had the Scheme, approved by the Hon'ble High Court, not prescribed the accounting treatment as described in note 2(L), the accumulated balance in the General Reserve and Securities Premium account as at March 31,2012 would have been higher by Rs. 5,193.54 lac and Rs. 23,842.30 lac respectively, profit for the year would have been lower by Rs. 2,299.38 lac, the accumulated balance in Statement of Profit and Loss as at March 31, 2012 would have been lower by Rs. 9,769.73 lac, the balance in Revaluation Reserve would have been Rs. 29,694.99 lac and the balance in Business Development Reserve would have been Rs. Nil.

However, the aggregate balance in Reserve and Surplus as at March 31, 2012 would have remained the same.

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

(c) The Balance Sheet, the Statement of Profit and Lossand 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 dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(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 thereon attached thereto, give the information reguired by the Act, in the prescribed manner and in conformity with the accounting principles generally accepted in India give a true and fair view:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2012;

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

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

Annexure to Auditors' Report

Referred to in paragraph 3 of the Auditors' Report of even date to the members of RUCHI SOYA INDUSTRIES LIMITED on the financial statements for the year ended March 31, 2012.

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

(b) In our opinion and according to the information and explanations given to us, the fixed assets of the Company have been physically verified by the Management during the year. No material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the freguency of verification is reasonable.

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

2. (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the freguency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adeguate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) The Company has granted unsecured loans, to three companies covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregates to Rs. 11,583.71 lac and Rs. 2,653.31 lac respectively.

(b) In our opinion, the rate of interest charged in respect of these loans is prima facie not prejudicial to the interests of the Company. There are no other terms and conditions in respect of these loans.

(c) In respect of these loans, there is no stipulation as to the repayment of the principal amount and payment of interest. Hence, we have not commented on regularity of repayment of principal amounts and payment of interest in respect of these loans.

(d) In view of our comments in clause (c) above, paragraph 3(d) of the Order is not applicable.

(e) The Company has taken unsecured loans, from one company covered in the register maintained under Section 301 of the Act. The maximum amount at anytime during the year and the year-end balance of such loans aggregates to Rs. 8,518.85 lac and Rs. Nil respectively.

(f) In our opinion, the rate of interest charged in respect of these loans is prima facie not prejudicial to the interests of the Company. There are no other terms and conditions in respect of these loans.

(g) In respect of these loans, there is no stipulation as to the repayment of the principal amount and payment of interest. Hence, we have not commented on whether the Company is regular in repayment of principa amounts and payment of interest in respect of these loans.

4. In our opinion and according to the information and explanations given to us, there is an adeguate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods 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 of continuing nature have been noticed or reported.

5. (a) In our opinion based on audit procedures applied by us and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register reguired to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lac in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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 books of account maintained by the Company pursuant to the rules prescribed by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Act in respect of its products and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues of Provident Fund, Investor Education and Protection fund, Employees' State Insurance, Income-tax, Wealth tax, Sales tax , Value Added Tax, Service tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities. Except for statutory dues aggregating f 892.68 lac relating to sales tax, there are no dues in relation to undisputed statutory dues outstanding for a period exceeding six months from the date they were payable.

b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, entry tax, wealth-tax, service-tax, customs duty, excise duty and cess as at March 31, 2012 which have not been deposited on account of a dispute are as follows:

Name of the Statue Nature of Dues Amount Disputed (Rs. in lac)

The Central Sales Tax Act, Vat Tax/Sales Tax/ 727.78 1956, VAT Act and Local Entry Tax/Sales Tax Sales Tax Acts Demand and penalty, as applicable. _

4,381.94

1,190.61

6,815.58

473.08

The Central Excise Act, Excise Duty 2,996.60 1944

1,961.48

145.13

Service Tax 5.21

The Custom Duty Act, Custom Duty 539.17 1962 1,163.46

363.38

208.89

389.17

Name of the Statue Period to Which Forum Where Dispute Dispute relate is Pending

The Central Sales Tax Act, 2000-01, 2003-04 to High Court 1956, VAT Act and Local Sales Tax Acts 2007-08

1999-00 to 2002-03, Tribunal

2004-05 to 2008-09

1999-00 to 2008-09, Commissioner (Appeals) 2010-11

1997-98, 1999-00 to DC (Appeals)/ Joint 2009-10 Commissioner (Appeals)

2002-03 to 2004-05 Settlement Commission

The Central Excise Act, 2003-04 to 2005-06, High Court 1944 2009-10

2001-02 to 2011-12 Tribunal

2004-05 to 2010-11 Commissioner (Appeals)

2002-03 Tribunal

The Custom Duty Act, 2001-02 and 2003-04 SupremeCourt 1962 2001-02 to 2004-05, High Court

2006-07 and 2007-08

1998-99, 2003-04 to Tribunal CESTAT 2006-07

2002-03,2005-06 Commissioner (Appeals) and 2006-07

2001-02,2003-04 AC (Appeals)/DC

and 2004-05 (Appeals)

Name of the Statue Nature of Dues Amount Disputed (Rs. in lac)

The Income Tax Act, Income Tax 45.00 1961 3.40

52.05

2.95

Other Acts Octroi/ Electricity Duty / 12.25

Local Body Tax 200.76

TOTAL 21,677.89

Name of the Statue Period to Which Forum Where Dispute Dispute relate is Pending

The Income Tax Act, 1961 1985-86 and 2005-06 High Court

1985-86,2000-01, Commissioner (Appeals)

2009-10 and 2011-12

2007-08 to 2011-12 DC (Appeals)/Joint

Commissioner (Appeals)

2004-05 to 2009-10 Assessment

2004-05 Supreme Court

2005-06 and 2010-11 High Court

10. The Company does not have accumulated losses as at March 31, 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date. There are no dues payable to the debenture holders as at March 31, 2012.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. As informed to us and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are prima facie not prejudicial to the interests of the Company.

16. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long- term investment.

18. The Company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. In our opinion and according to the information and explanations given to us, the price at which such shares have been issued is not prejudicial to the interest of the Company.

19. The Company has not issued any debentures during the year.

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

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 information 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 such case by the Management.

For and on behalf of

P.D. Kunte&Co.(Regd.)

Chartered Accountants

Firm Registration No: 105479W

D.P. Sapre Place: Mumbai Partner

Date : July 21, 2012 Membership No: 40740


Mar 31, 2011

1. We have audited the attached Balance Sheet of Ruchi Soya Industries Limited (the "Company") as at March 31, 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956' (the Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Managerial Remuneration to whole time directors amounting to Rs. 12.84 lacs is subject to approval of the shareholders. (Refer Note 3(d) (ii) of Schedule 20).

5. Payment of consultancy charges for professional services rendered by a director amounting to f 75.55 lacs is subject to approval of the shareholders. (Refer Note 3(d) (Hi) of Schedule 20).

6. Interest income of f 9,892.63 lacs (Previous year f 8,103.49 lacs) has been netted off against interest expenditure instead of including the same under other income. The said treatment however has no impact on the profit for the year. (Refer Note no. 24 of Schedule 20).

7. Without qualifying our opinion, attention is drawn to Note no. 5 of Schedule 20 relating to the Scheme of Amalgamation and Arrangement between Mac Oil Palm Limited and the Company and their respective shareholders sanctioned by the Hon'ble High Court of Mumbai pursuant to which an amount of Rs. 6,440.04 lacs (previous year Rs. 5,193.54 lacs) has been debited to Business Development Reserve (previous year debited to General Reserve) as per details given Note no. 5(c) of Schedule 20.

Had the Scheme, approved by the Hon'ble High Court, not prescribed the accounting treatment as described in Note no. 5 of Schedule 20, the accumulated balance in the General Reserve and Securities Premium account as at March 31, 2011 would have been higher by Rs. 5,193.54 lacs and Rs. 23,842.30 lacs respectively, profit for the year would have been lower by Rs. 4,268.17 lacs, the accumulated balance in Profit and Loss account as at March 31, 2011 would have been lower by Rs. 7,470.36 lacs, the balance in Revaluation Reserve would have been Rs. 31,994.49 lacs and the balance in Business Development Reserve would have been Rs. Nil.

However, the aggregate balance in Reserves and Surplus as at March 31, 2011 would have remained the same.

8. 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 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) Except as mentioned in para 7 above, in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2011 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) Subject to our comments in paragraphs 4 and 5 above, 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 thereon attached thereto give the information required by the Act, and except for netting off of interest income against interest expenditure instead of showing it under other income as stated in para 6 above, in the prescribed manner and in conformity with the accounting principles generally accepted in India give a true and fair view :

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

Annexure to Auditors' Report Referred to in paragraph 3 of the Auditors' Report of even date to the members of RUCHI SOYA INDUSTRIES LIMITED on the financial statements for the year ended March 31, 2011.

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. The updation of fixed assets register in respect of assets vested on amalgamation in current and preceding year are in progress.

(b) In our opinion and according to the information and explanations given to us, the fixed assets of the Company have been physically verified by the Management during the year except for assets vested on account of amalgamation in the current year and the preceding year. No material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

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

2. (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) The Company has granted unsecured loans, to one company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregates to Rs. 12,497.14 lacs and Rs. 542.48 lacs respectively.

(b) In our opinion, the rate of interest charged in respect of these loans is prima facie not prejudicial to the interests of the Company. There are no other terms and conditions in respect of these loans.

(c) In respect of these loans, there is no stipulation as to the repayment of the principal amount and payment of interest. Hence, we have not commented on regularity of repayment of principal amounts and payment of interest in respect of these loans.

(d) In view of our comments in clause (c) above, paragraph 3(d) of the Order is not applicable.

(e) The Company has taken unsecured loans, from one company covered in the register maintained under Section 301 of the Act. The maximum amount at anytime during the year and the year-end balance of such loans aggregates to Rs. 1,889.96 lacs and Rs. Nil respectively.

(f) In our opinion, the rate of interest charged in respect of these loans is prima facie not prejudicial to the interests of the Company. There are no other terms and conditions in respect of these loans.

(g) In respect of these loans, there is no stipulation as to the repayment of the principal amount and payment of interest. Hence, we have not commented on whether the Company is regular in repayment of principal amounts and payment of interest in respect of these loans.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, 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 of continuing nature have been noticed or reported.

5. (a) In our opinion based on audit procedures applied by us and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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 cost records in respect of (a) manufacture of vanaspati, refined vegetable oil, soaps and toiletries (b) power generation and (c) plantation activities, made and maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 for any other product of the Company.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues of Provident Fund, Investor Education and Protection fund, Employees' State Insurance, Income-tax, Wealth tax, Sales tax, Value Added Tax, Service tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities. Except for statutory dues aggregating to Rs. 1.95 lacs which has since been deposited, there are no dues in relation to undisputed statutory dues outstanding for a period exceeding six months from the date they were payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, entry tax, wealth-tax, service-tax, customs duty, excise duty and cess as at March 31,2011 which have not been deposited on account of a dispute are as follows:

Name of the Statue Nature of Dues Amount Disputed Period to Which Forum Where (Rs. in lacs) Dispute relate Dispute is Pending

The Central Sales Tax Vat Tax/Sales Tax/ 512.41 2002-03,2004-05 High Court Act, 1956, VAT Act and Entry Tax/Sales tax to 2007-08 Local Sale Tax Acts demand and penalty,3,862.99 1996 to 2002, 2003 Tribunal as applicable to 2009

1,035.58 2002 to 2010 Commissioner Appeal 6,508.18 1999 to 2003 and DC Appeals/ Joint 2004 to 2009 Commissioner (Appeals)

3,079.13 2001 to 2011 Assessment The Central Excise Act, Excise Duty 506.58 2001-02 to 2007-08 High Court 1944 4,496.75 2001-02 to 2009-10 CESTAT (Tribunal)

123.01 2006-07 & 2007-08 Comm. (Appeal)

- 2006-07 Assessment

3.29 2002-03 & 2004-05 Tribunal

Service Tax 11.03 2008-09 Joint Comm. (Appeal)

The Customs Act, 1962 Custom Duty 539.17 1996-97 & 2000-01 Supreme Court 813.03 High Court 2004-05,

435.11 Tribunal

2005-06, 2006-07 &

281.70 DC (Appeal

2007-08

369.18 Assessing Officer

The Income Tax Act, Income Tax 256.24 1985-86 & 2004 to ITAT 1961 2010

30.77 2008 to 2010 DCIT

Other Acts Octroi/Electricity 25.25 2004-05 & 2005-06 High Court Duty/ Local Body Tax

5.40 1998-99 Tribunal

201.35 2010-11 District Court

Total 23,096.15

10. The Company does not have accumulated losses as at March 31, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date. There are no dues payable to the debenture holders as at March 31, 2011.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. As informed to us and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are prima facie not prejudicial to the interests of the Company.

16. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. The Company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. In our opinion and according to the information and explanations given to us, the price at which such shares have been issued is not prejudicial to the interest of the Company.

19. The Company has not issued any debentures during the year.

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

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 information 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 such case by the Management.

For and on behalf of

P.D Kunte & Co. (Regd.)

Chartered Accountants

Firm Registration No : 105479W

D P. Sapre Place : Mumbai Partner

Date : August 10, 2011 Membership No : 40740



 
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