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Auditor Report of Tirupati Starch & Chemicals Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s.Tirupati Starch & Chemicals Ltd., ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Director is responsible for the matters stated in Section134(5) of the Companies Act,2013, ("the Act") with respect to preparation of these financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate Accounting records in accordance with the provision 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 control that were operating effectively for ensuring the accuracy and completeness of 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 provision 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 requirement 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 financial control relevant to the Company's preparation of financial statement that give a true and fair view in order to design audit procedures that are appropriate in the circumstances ,but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by companies 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 statement.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements more particularly Subject to Note No. 1(e) (viii), 1(j), 1(k), 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 profit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government 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 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 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 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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014'

e. On the basis of written representations received from the directors as on March 31, 2015, and 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,

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

1) The company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note 25 to the financial statements.

2) The Company has made provisions as required under the applicable law or accounting standards for material forcible losses if any on long terms contracts including derivative contracts.

3) There are no delay in transferring amounts required to be transferred if any to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 1 of "Report on Other Legal and Regulatory Requirements" of our report of even date M/s.Tirupati Starch & Chemicals Ltd., Indore (2014-15)

(i) (a) In respect of fixed assets the work of compilation of the Fixed Assets register showing other particulars such as location, depreciation, quantitative details etc. is in progress.

(b) As explained to us, most of the fixed Assets were physically verified in a phased manner during the year by the management in accordance with a programme of verification, which in our opinion should be correlated with the Fixed Assets register the work of compilation is still in progress. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification needs to be increased.

(b) According to the information and explanations given to us, in our opinion, the procedures for physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business and in our opinion frequency of verification needs to be increased.

(c) According to the information and explanations given to us, in our opinion the Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material, having regard to the size & nature of the business of the Company and the same have been properly dealt with in the books of accounts time to time.

(iii) (a) According to the information and explanations given to us as the Company has not given any loans to companies, firms or other parties covered in register maintained under section 189 of the Act and hence clause (a) and (b) are not applicable .

(iv) In our opinion and according to the information and explanations given to us, the internal control procedures is not commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of goods and services. During the year the company has appointed M/s. Spark & Associates, Chartered Accountants as Internal Auditors and they have also observed that Internal Control Procedures followed by the company needs improvement and that accounting software in place for the recording the transactions is now not able to keep up with the needs of growing business. Now the Company has appointed a firm of Chartered Accountants as internal Auditor and also broad based its accounts department in order to strengthen the Internal Control System. During the course of our audit, the management has assured to strengthen the aforesaid internal control procedures mainly regarding purchase of Fixed Assets & other expenditure verification.

(v) The Company has not accepted any deposits from the public within the meaning of sections 73 and 74 of the Act and the rules framed there under to the extent notified.

(vi) To the best of our knowledge and according to the information and explanations given to us, as sub-section (1) of section 148 of the Act applicable to the company and the company is in process to comply with the said act and the maintenance of the said records is in process. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete as the same are in process of maintenance.

(vii) According to the information and explanations given to us in respect of statutory and other dues:

(a) According to the information and explanations given to us and according to the books and records as produced and examined by us, the Company is generally regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, Excise Duty, Sales Tax, Service Tax, Cess and any other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Excise Duty and Cess were in arrears, as at 31st March, 2015, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, details of dues of income tax, excise duty and sales tax which have not been deposited as on 31st March, 2015 on account of any dispute are given below :

Particulars Forum where matter is pending

1 (a) Excise Duty CESTAT

1 (b) Excise Duty Deputy Commissioner- Pithampur

1 (c) Excise Duty CESTAT

1 (d) Excise Duty Tribunal, Delhi has rejected the Depart mental Appeal

1 (e) Excise Duty Supreme Court (Department's Appeal)

2 (a) CST M.P Commercial Appellate Board

2 (b) MPCT M.P Commercial Appellate Board

Particulars Financial/Assessment Amount Year to which involved matter pertains

Excise Duty 1/2005 to 9/2007 Rs. 4,10,05,661/-

Excise Duty 1/2007 to 11/2009 Rs. 4,27,981/-

Excise Duty 9/1996 to 10/1996 Rs. 1,66,334/-

Excise Duty 10/2005 to 10/2014 Rs. 97,16,002/-

Excise Duty 11/2006 to 12/2014 Rs.13,31,44,939/-

CST 1995-96, & 1998-99 Rs. 6,73,755/-

MPCT 1997-98 Rs. 27,041/-

(c') In our opinion and according to the information and explanations given to us No amount is required to be transferred to Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 1956 and the rules made there under.

(viii) The Company have no accumulated losses as at 31st March, 2015 no cash losses incurred during the financial year covered by our audit there was no Cash Loss in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the overdue amount of installments payable to Banks for Term Loan were Rs.1,33.70 Lacs at the end of 31st March, 2015 and the company has regularized the term loan accounts on 10th April 2015.

(x) In our opinion and according to the information and explanations given to us, Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xi) According to the information and explanations given to us, term loan availed by the Company during the year was used for the purpose for which the loan was 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, we have neither come across any instance of material 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 SUNIL CHANDRA GOYAL & CO.

Chartered Accountants

Firm Reg.No. FRN : 002658C

SUNIL GOYAL

Place: Indore Proprietor

MNo.71809 Date : 30th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of M/s.Tirupati Starch & Chemicals Ltd , ("the Company"), which comprise the Balance Sheet as at March 31, 2014 the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's 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") read with the General Circular 1 512013 dated 13th Sept. 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act. 2013. and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal Control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

in our opinion and to the best of our Information and according to the explanations given to

us, the financial statements more particularly Subject to Note No t(e) (VIll). 1(i). 1(k). 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 of the Company for the year ended on that date;and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order. 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) or section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2 As required by section 227(3) of the Act. 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 taw 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 LOos, and the Cash Flow Statement comply with the Accounting Standards referred 10 in subsection (3C) of section 211 of the Act, read with the General Circular 1512013 dated 13th September. 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e. On the basis of written representations received from the directors as an 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 .

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 1 of "Report on Other Legal and Regulatory Requirements" oF our report of even date

M/s.Tirupati Starch & Chemicals Ltd.. Indore (2013-14)

(i) (a) In respect of fixed assets the work of compilation of the Fixed Assets register showing other particulars such as location, depreciation, quantitative details etc. is in progress

(b) As explained to us, most of the fixed Assets were physically verified in a phased manner during the year by the management in accordance with a programme of verification, which in our opinion should be correlated with the Fixed Assets register the work of compilation is still in progress. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) During the year, as explained to us. Mo part of fixed assets has been disposed off by the Company.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification needs to be increased in respect of Stocks sent on consignment basis and lying with third parties these have substantially been confirmed by them, and in absence of some confirmations the stock Is based on the basis of records available with the Company & Confirmation by the management, more particularly described in Note 1 (e)(vij forming part of accounts.

(b) According to the information and explanations given to us, in our opinion, the procedures for physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business and in our opinion frequency of verification needs to be increased

(c) Acconding to the In formation and expla nations given to us, in our opinion the Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material, having regard to the size & nature of the business of the Company and the same have been property dealt with in the books of accounts time to time.

(iii) (a) According to the information and explanations given to us as the Company has not given any loans to companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956,therefore paragraphs (iii),(b),(c),(d) are not applicable.

(b) The Company has taken loan of Rs, 4,78,,49,716.07 from 21 parties & maximum dues Rs. 5,30,39,103/- from parties who are relatives of key management personal.

(C) The rate of interest and other terms & conditions of loans taken by the company are not prim a facie prejudicial lo the interest of the company

(d) No amount was overdue for repayment

(iv) In our opinion and according to the information and explanations given to us, there are adequate infernal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, the management has assured to strengthen the aforesaid internal control procedures mainly regarding purchase of Fixed Assets.

(v) (a) To the best of our knowledge and belief and according to information and explanations given to us, we are of the opinion that there was No transaction that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956,

(b) In our opinion and according to the information and explanations given to us There was no 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 to any party duiyng the year.

(vi) in our opinion and According to the information and explanations given to us. we are of the opinion that the Company has not complied with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits), Rules, 1975 with regard to deposits accepted from public to ihe extent that it has accepted excess deposit of Rs.37 17 Lacs as on 31s! March. 2014 from the limits specified. As per information and explanation given to us. The Central Government had granted exemption to the company from the compliance of provisions of section 58A of the Companies Act, 1956 and Rules 3(2)(i) & 3(2)(ii) of the companies (Acceptance of Deposit} Rules 1975 framed there under upto 31.03,2013 subject to certain conditions and no other order under the aforesaid section has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal

(uii) The Company has an internal audit system which in our opinion needs to be strengthened to make it commensurate and adequate with the size of the company and nature of its business.

(viii) To the best of our knowledge and according to the information and explanations given to us, as per notification of ihe Ministry of Corporate Affairs dated 3rtl June. 2011 the provisions of the Companies (Cost Accounting) Rules 2011 are applicable to the company and the company is in process to comply with the said rules and the maintenance of the said records is in process We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete as the same are in process of maintenance.

(ix) According to the informal ion and explanations given to us in respect of statutory and other dues:

(a) According to the information and explanations given to us and according to the books and records as produced and examined by us, the Company is generally regular in depositing undisputed statutory dues, including Provident Fund. Income Tax. Excise Duty, Sales Tax, Service Tax, Cess and any other materia! statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income-tax. Sales Tax. Excise Duty and Cess were in arrears, as at 31" March, 2014. for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, details of dues of income tax, excise duty and sales tax which have not been deposited as on 3111 March, 2014 on account of any dispute are given below:

Particulars Foam where matter is [Financiai/Assessme pendng nt Year to which matter pertains

1 Excise Duty commissioner Central Excise Various Years DepariTTien! & Other

2 (a) C3T M.P Commercial Appellate 1995-99, & 199&99 Bogrd

(h) MPCT M.P Commercial Appellate 1397-98 Board Amount involved

1 Rsl6.30,9O,57Or-

2 Rs 673755/-

(h) Rs.27D41A

(x) The Company have no accumulated losses as at 31st March, 2014 no cash losses incurred during the financial year covered by our audit there was no Cash Loss in the immediately preceding financial year.

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

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities,

fxiii) The provisions of any special statutes as specified under clause (xiii) ol the order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us. the Company is not a dealer or trader in securities & investments.

(xv) In our opinion and according to the information and explanations given to us. Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi) According to the information and explanations given to us, term loan availed by the Company during the year was used for the purpose for which the loan was obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, Short term funds have generally been used for short term purposes

(xviii) According to the information and explanations given to us. during the year the Company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Ad. 1956 at the price which is not prejudicial to the interest of the company.

(xix) According to the information and explanations given to us. the Company has not issued any debentures during the year

(xx) The Company has raised money through preferential allotment of 0% Redeemable Non Convertible and Non -Cumulative Preference Shares during the year and used it for the object of the issue.

(xxi) Based upon the audit procedures performed and information given by the management we report that no fraud on or by the company has been noticed or reported during the course of our Audit.

For SUNIL CHANDRA GOYAL& CO Chartered Accountants Firm Reg No FRN:002658C

sd/- sunil goyal Place: indore Proprietor Date : 30 May 2014 MNo.71609




Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s.Tirupati Starch & Chemicals Ltd., ("the Company"), which comprise the Balance Sheet as at March 31, 2013 the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

In our opinion and to the best of our information and according to the explanations given to us, the financial statements more particularly Subject to Note No. 1(e)(vi), (vii), (viii), 1(j), 1(k),

25(v), 28, 35, 36 & 36A 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 loss of the Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c. The Balance Sheet, 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, 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.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 1 of "Report on Other Legal and Regulatory Requirements" of our report of even date

M/s.Tirupati Starch & Chemicals Ltd., Indore (2012-13)

(i) (a) In respect of fixed assets the work of compilation of the Fixed Assets register showing other particulars such as location, depreciation, quantitative details etc. is in progress.

(b) As explained to us, most of the fixed Assets were physically verified in a phased manner during the year by the management in accordance with a programme of verification, which in our opinion should be correlated with the Fixed Assets register the work of compilation is still in progress. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) During the year, as explained to us, No part of fixed assets has been disposed off by the Company.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification needs to be increase. In respect of Stocks sent on consignment basis and lying with third parties these have substantially been confirmed by them, and in absence of some confirmations the stock is based on the basis of records available with the Company & Confirmation by the management, more particularly described in Note 1(e)(vi) forming part of accounts.

(b) According to the information and explanations given to us, in our opinion, the procedures for physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business and in our opinion frequency of verification needs to be increased.

(c) According to the information and explanations given to us, in our opinion the Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material, having regard to the size & nature of the business of the Company and the same have been properly dealt with in the books of accounts time to time.

(iii) (a) According to the information and explanations given to us as the Company has not given any loans to companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956, therefore paragraphs (iii),(b),(c),(d) are not applicable.

(b) The Company has taken loan of Rs.4,24,85,464/- from 36 parties & maximum dues Rs.4,29,61,308/- from parties who are relatives of key management personal.

(c) The rate of interest and other terms & conditions of loans taken by the company are not prima facie prejudicial to the interest of the company.

(d) No amount was overdue for repayment.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, the management has assured to strengthen the aforesaid internal control procedures mainly regarding purchase of Fixed Assets.

(v) (a) To the best of our knowledge and belief and according to information and explanations given to us, we are of the opinion that there was No transaction that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us. There was no 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 to any party during the year.

(vi) In our opinion and According to the information and explanations given to us, we are of the opinion the Company has not complied with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits), Rules, 1975 with regard to deposits accepted from public as it has accepted excess deposit of Rs.476.63 Lacs as on 31st March, 2005 and Rs.352.61 lacs as on 30th November, 2007 from the limits specified. As per information and explanation given to us. The Central Government had granted exemption to the company from the compliance of provisions of section 58A of the Companies Act, 1956 and Rules 3(2)(i) & 3(2)(ii) of the companies (Acceptance of Deposit) Rules 1975 framed there under upto 31.03.2013 subject to certain conditions and no other order under the aforesaid section has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. Further during the year the Company has accepted further deposits to the extent of Rs. 170.44 lacs and for this it has applied for exemption from Central Government vide its latest letter no. TSCL/281 dt. 10/05/2012 and the sanction is awaited.

(vii) The Company has an internal audit system which in our opinion needs to be strengthened to make it commensurate and adequate with the size of the company and nature of its business.

(viii) To the best of our knowledge and according to the information and explanations given to us, as per notification of the Ministry of Corporate Affairs dated 3rd June, 2011 the provisions of the Companies (Cost Accounting) Rules 2011 are applicable to the company and the company is in process to comply with the said rules and the maintenance of the said records is in process. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or compute as the same are in process of maintenance.

(ix) According to the information and explanations given to us in respect of statutory and other dues:

According to the information and explanations given to us and according to the books and records as produced and examined by us, the Company is generally regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, Excise Duty, Sales Tax, Service Tax, Cess and any other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Excise Duty and Cess were in arrears, as at 31st March, 2013, for a period of more than six months from the date they became payable subject to note No.25, 28, 35 & 36 and the disputed amounts as detailed in (b) below.

(x) The Company have no accumulated losses as at 31st March, 2013 no cash losses incurred during the financial year covered by our audit there was no Cash Loss in the immediately preceding financial year.

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

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statutes as specified under clause (xiii) of the order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities & investments.

(xv) In our opinion and according to the information and explanations given to us, Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi) According to the information and explanations given to us, term loan availed by the Company during the year was used for the purpose for which the loan was obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, Short term funds have generally been used for short term purposes.

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

(xix) According to the information and explanations given to us, the Company has not issued any debentures during the year.

(xx) The Company has not raised any money through public issues during the year.

(xxi) Based upon the audit procedures performed and information given by the management we report that no fraud on or by the company has been noticed or reported during the course of our Audit.

For SUNIL CHANDRA GOYAL & CO.,

Chartered Accountants

SUNIL GOYAL

Proprietor

Membership No.71809

Place : Indore FRN : 002658C

Date : 30th May'' 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. Tirupati Starch & Chemicals Ltd., as at 31st March 2012 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 mis-statement. 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 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, as amended by the Companies (Auditors Report) (Amendement) Order 2004 (together the order) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the informations & explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to 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 these 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) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report subject to comments given below comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ;

(e) On the basis of the written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that 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 Companies Act, 1956;

(f) We have relied upon the representations made to us by the management that.

(i) Being a complex technical matter, the Stock in Process of Raw Starch has been determined as described in Note-1 (e) (iii) (a) forming part of accounts.

Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Company's Accounting Policies and the Notes thereto as per schedule 20 forming part of Accounts, more particularly. Note No.1(e) (vi) (vii) & (viii) regarding method of ascertainment & accounting of consignment exspenses Inventory and sale of Finished Goods lying with consignee,. Note No.1(j) & 1(k) regarding Non-provision for leave encashment, in terms of revised AS-15 issued by Institute of Chartered Accountant of India, regarding premium paid under Group Gratuity Scheme of LIC charged to Profit & Loss A/c. Note No. 23

(vi) regarding MandiTax, Note No. 26 regarding inclusion of Excise Duty on uncleared Stock of Finished Goods amounting to Rs. 4,78,390/- Note No. 32 regarding Non-reconciliation of Coal & Stores records and Note No. 33 regarding non-ascertainment of amount receivable, Note No. 34, regarding ascertainment of Export benefits forming part of accounts, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in confirmity with the accounting principles generally accepted in India.

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

(b) In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date

M/s.Tirupati Starch & Chemicals Ltd., Indore (2011-12)

(i) (a) In respect of fixed assets, the work of compilation of the Fixed Assets register showing other particulars such as location, depreciation, quantitative details etc. is in progress.

(b) As explained to us, most of the fixed Assets were physically verified in a phased manner during the year by the management in accordance with a programme of verification, which in our opinion should be corelated with the Fixed Assets register the work of compilation is still in progress. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) During the year, as explained to us, No part of fixed assets has been disposed off by the Company.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification needs to be increase. In respect of Stocks sent on consignment basis and lying with third parties these have substantially been confirmed by them, and in absence of some confirmations the stock is based on the basis of records available with the Company & Confirmation by the management, more particularly described in Note 1 (e)(vi) forming part of accounts.

(b) According to the information and explanations given to us, in our opinion, the procedures for physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business and in our opinion frequency of verification needs to be increased.

(c) According to the information and explanations given to us, in our opinion the Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material, having regard to the size & nature of the business of the Company and the same have been properly dealt with in the books of accounts time to time.

(iii) (a) According to the information and explanations given to us as the Company has not given any loans to companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956, therefore paragraphs (iii),(b),(c),(d) are not applicable.

(b) The Company has taken loan of Rs.3,87,12,157/- from 36 parties & maximum dues 4,15,70,872/- from parties who are relatives of key management personal.

(c) The rate of interest and other terms & conditions of loans taken by the company are not prima facie prejudicial to the interest of the company.

(d) No amount was overdue for repayment.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, the management has assured to strengthen the aforesaid internal control procedures mainly regarding purchase of Fixed Assets.

(v) (a) To the best of our knowledge and belief and according to information and explanations given to us, we are of the opinion that there was no transaction that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us. There was no transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the CompaniesAct, 1956. and exceeding the value of rupees five lakhs in respect to any party during the year.

(vi) In our opinion and According to the information and explanations given to us, we are of the opinion the Company has not complied with the provisions of Sections 58Aand 58AAof the CompaniesAct, 1956 and the Companies (Acceptance of Deposits), Rules, 1975 with regard to deposits accepted from public as it has accepted excess deposit of Rs.476.63 Lacs as on 31st March, 2005 and Rs.352.61 lacs as on 30th November, 2007 from the limits specified. As per information and explanation given to us. The Central Government had granted exemption to the company from the compliance of provisions of section 58A of the Companies Act, 1956 and Rules 3(2)(i) & 3(2)(ii) of the companies (Acceptance of Deposit) Rules 1975 framed there under upto 31.03.2013 subject to certain conditions and no other order under the aforesaid section has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) The Company has an internal audit system which in our opinion needs to be strengthened to make it commensurate and adequate with the size of the company and nature of its business.

(viii) To the best of our knowledge and according to the information and explanations given to us, as per notification of the Ministry of Corporate Affairs dated 3rd June, 2011 the provisions of the Companies (Cost Accounting) Rules 2011 are applicable to the company and the company is in process to comply with the said rules and the maintenance of the said records is in process. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or compute as the same are in process of maintenance.

(ix) According to the information and explanations given to us in respect of statutory and other dues:

(a) According to the information and explanations given to us and according to the books and records as produced and examined by us, the Company is generally regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, Excise Duty, Sales Tax, Service Tax, Cess and any other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Excise Duty and Cess were in arrears, as at 31st March, 2012, for a period of more than six months from the date they became payable subject to note No. 23, 26, 32 & 33 and the disputed amounts as detailed in (b) below.

(b) According to the information and explanations given to us, details of dues of income tax, excise duty and sales tax which have not been deposited as on 31st March, 2012 on account of any dispute are given below:

Particulars Forum where matter is Financial/ Assessment Amount Involved pending Year to which matter pertains

1 Excise Duty Commissioner Central Excise Various Years Rs. 23,37,75,030/- Department & others

2(a) CST M.R Commercial Appellate 1995-96, 1997-98 Rs. 4,86,766/- Board & 1998-99

(b) MPCT M. P. Commercial Appellate 1997-98 Rs. 27,041/- Board

(x) The Company have no accumulated losses as at 31st March, 2012 no cash losses incurred during the financial year covered by our audit there was no Cash Loss in the immediately preceeding financial year.

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

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statutes as specified under clause (xiii) of the order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities & investments.

(xv) In our opinion and according to the information and explanations given to us, Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi) According to the information and explanations given to us, no term loans were availed by the Company during the year was used for the purpose for which the loan was obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, Shortterm funds have generally been used for short term purposes.

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

(xix) According to the information and explanations given to us, the Company has not issued any debentures during the year.

(xx) The Company has not raised any money through public issues during the year.

(xxi) Based upon the audit procedures performed and information given by the management we report that no fraud on or by the company has been noticed or reported during the course of our Audit.

For SUNIL CHANDRAGOYAL & CO.,

Chartered Accountants

SUNIL GOYAL Proprietor Membership No.71809

Place: Indore FRN : 002658C

Date : 5th September' 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. Tirupati Starch & Chemicals Ltd., as at 31st March 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 mis-statement. 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 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, as amended by the Companies (Auditors Report) (Amendement) Order 2004 (together the order) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information's & explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to 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 these 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) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report subject to comments given below comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of the written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that 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 Companies Act, 1956;

(f) We have relied upon the representations made to us by the management that.

(i) Being a complex technical matter, the Stock in Process of Raw Starch has been determined as described in Note-1 (e) (iii) (a) in Schedule 20 forming part of accounts.

Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Company's Accounting Policies and the Notes thereto as per schedule 20 forming part of Accounts, more particularly. Note No.1(e) (vi) (vii) & (viii) regarding method of ascertainment & accounting of consignment expenses Inventory and sale of Finished Goods lying with consignee,. Note No.1(j) & 1(k) regarding Non-provision for leave encashment, in terms of revised AS-15 issued by Institute of Chartered Accountant of India, regarding ¦ premium paid under Group Gratuity Scheme < of LIC charged to Profit & Loss A/c. Note No.5 regarding inclusion of Excise Duty on un cleared Stock of Finished Goods amounting to Rs. 4,20,807/- Note No.11 regarding Non- reconciliation of coal & store records and Note No. 12 regarding non-ascertainment of amount receivable, Note No. 13, regarding non ascertainment of Export benefits of schedule 20 forming part of accounts, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

(b) In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

(c) I n the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT Referred to in paragraph 3 of our report of even date M/s.Tirupati Starch & Chemicals Ltd., Indore (2010-11)

(i) (a) In respect of fixed assets, the work of compilation of the Fixed Assets register showing other particulars such as location, depreciation, quantitative details etc. is in progress.

(b) As explained to us, most of the fixed Assets were physically verified in a phased manner during the year by the management in accordance with a programme of verification, which in our opinion should be corelated with the Fixed Assets register the work of compilation is still in progress. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) During the year, as explained to us, No part of fixed assets has been disposed off by the Company.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification needs to be increase. In respect of Stocks sent on consignment basis and lying with third parties these have substantially been confirmed by them, and in absence of some confirmations the stock is based on the basis of records available with the Company & Confirmation by the management, more particularly described in Note 1 (e)(vi) of schedule 20 forming part of accounts.

(b) According to the information and explanations given to us, in our opinion, the procedures for physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business and in our opinion frequency of verification needs to be increased.

(c) According to the information and explanations given to us, in our opinion the Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material, having regard to the size & nature of the business of the Company and the same have been properly dealt with in the books of accounts time to time.

(iii) (a) According to the information and explanations given to us as the Company has not given any loans to companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956, therefore paragraphs (iii),(b),(c),(d) are not applicable.

(b) The Company has taken loan of Rs.3,87,07,486/- from 37 parties & maximum dues 5,31,04,397/- from 50 parties who are relatives of key management personal.

(c) The rate of interest and other terms & conditions of loans taken by the company are not prima facie prejudicial to the interest of the company.

(d) No amount was overdue for repayment.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, the management has assured to strengthen the aforesaid internal control procedures mainly regarding purchase of Fixed Assets.

(v) (a) To the best of our knowledge and belief and according to information and explanations given to us, we are of the opinion that there was No transaction that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us. There was no 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 to any party during the year.

(vi) In our opinion and According to the information and explanations given to us, we are of the opinion the Company has not complied with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits), Rules, 1975 with regard to deposits accepted from public as it has accepted excess deposit of Rs.476.63 Lacs as on 31st March, 2005 and Rs.352.61 lacs as on 30th November, 2007 from the limits specified. As per information and explanation given to us. The Central Government has granted exemption to the company from the compliance of provisions of section 58A of the Companies Act, 1956 and Rules 3(2)(i) & 3(2)(ii) of the companies (Acceptance of Deposit) Rules 1975 framed there under upto 31.03.2013 subject to certain conditions and no other order under the aforesaid section has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) The Company has an internal audit system which in our opinion needs to be strengthened to make it commensurate and adequate with the size of the company and nature of its business.

(viii) To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any product of the Company under Section 209(1 )(d) of the Companies Act, 1956.

(ix) According to the information and explanations given to us in respect of statutory and other dues:

(a) According to the information and explanations given to us and according to the books and records as produced and examined by us, the Company is generally regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, Excise Duty, Sales Tax, Service Tax, Cess and any other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Excise Duty and Cess were in arrears, as at 31st March, 2011, for a period of more than six months from the date they became payable subject to note No.2, 5, 11 & 12 of Notes on Accounts (Schedule 20) and the disputed amounts as detailed in (b) below.

(b) According to the information and explanations given to us, details of dues of income tax, excise duty and sales tax which have not been deposited as on 31st March, 2011 on account of any dispute are given below:

Particulars Forum where matter is Financial/ Assessment Amount Involved pending Year to which matter pertains

1 Excise Duty Commissioner Central Excise Various Years Rs. 23,35,79,776/- Department & others

2(a) CST M.P. Commercial Appellate 1995-96,1997-98 Rs. 4,86,766/- Board & 1998-99

(b) MPCT M.P. Commercial Appellate 1997-98 Rs. 27,041/- Board

(x) The Company have no accumulated losses as at 31st March, 2011 no cash losses incurred during the financial year covered by our audit there was no Cash Loss in the immediately preceeding financial year.

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

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statutes as specified under clause (xiii) of the order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities & investments.

(xv) In our opinion and according to the information and explanations given to us, Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi) According to the information and explanations given to us, no term loans were availed by the Company during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, Short term funds have generally been used for short term purposes.

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

(xix) According to the information and explanations given to us, the Company has not issued any debentures during the year.

(xx) The Company has not raised any money through public issues during the year.

(xxi) Based upon the audit procedures performed and information given by the management we report that no fraud on or by the company has been noticed or reported during the course of our Audit.

For SUNIL CHANDRAGOYAL & CO.,

Chartered Accountants

SUNIL GOYAL

Proprietor

Membership No.71809

Place : Indore FRN : 002658C

Date :20th August'2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. Tirupati Starch & Chemicals Ltd., as at 31 st March 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, as amended by the Companies (Auditors Report) (Amendement) Order 2004 (together the order) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the informations & explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said-order to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to 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 these 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) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report subject to comments given below comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(e) Onthe basis of the written representations received from the directors, as on March 31,2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31,2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) We have relied upon the representations made to us by the management that.

(i) Being a complex technical matter, the Stock in Process of Raw Starch has been determined as described in Note-1(e)(iii)(a) in Schedule 20 forming part of accounts.

Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Companys Accounting Policies and the Notes thereto as per schedule 20 forming part of Accounts, more particularly. Note No.1(e) (vi) (Vii) & (Viii) regarding method of ascertainment & accounting of Inventory and sale of Finished Goods lying with consignee,. Note No.1(j) & 1(k) regarding Non-provision for leave encashment, in terms of revised AS-15 issued by Institute of Chartered Accountant of India, regarding premium paid under Group Gratuity Scheme of LIC charged to Profit & Loss A/c. Note No.5 regarding inclusion & provision of Excise Duty on uncleared Stock of Finished Goods amounting to Rs. 1,50,836/- Note No.11 regarding Non-reconciliation of Excise records and Note No. 12 regarding non-ascertainment of amount receivable, Note No. 13, regarding Export benefits of schedule 20 forming part of accounts, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in confirmity with the accounting principles generally accepted in India.

(a) in the case of the Balance Shee.t, of the state of affairs of the Company as at 31st March 2010;

(b) In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 3 of our report of even date M/s.Tirupati Starch & Chemicals Ltd., Indore (2009-10)

(i) (a) In respect of fixed assets, the Fixed Assets register showing other particulars such as location, depreciation, quantitative details etc. is maintained.

(b) As explained to us, most of the fixed Assets were physically verified in a phased manner during the year by the management in accordance with a programme of verification, which in our opinion should be corelated with the Fixed Assets register. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) During the year, as explained to us, No part of fixed assets has been disposed off by the Company.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification needs to be increased. In respect of Stocks sent on consignment basis and lying with third parties these have substantially been confirmed by them, and in absence of some confirmations the stock is based on the basis of records available with the Company & Confirmation by the management, more particularly described in Note 1(e)(vi) of schedule 20 forming part of accounts.

(b) According to the information and explanations given to us, in our opinion, the procedures for physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business and in our opinion frequency of verification needs to be increased.

(c) According to the information and explanations given to us, in our opinion the Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material, having regard to the size & nature of the business of the Company and the same have been properly dealt with in the books of accounts time to time.

(iii) (d) According to the information and explanations given to us as the Company has not given any loans to companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956, therefore paragraphs (iii),(b),(c),(d) are not applicable.

(e) The Company has taken loan of Rs.4,28,12,817/- from 41 parties & maximum dues 5,31,22,138/- from 53 parties who are relatives of key management personal.

(f) The rate of interest and other terms & conditions of loans taken by the company are not prima facie prejudicial to the interest of the company.

(g) No amount was overdue for repayment.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, the management has assured to strengthen the aforesaid internal control procedures mainly regarding purchase of Fixed Assets.

(v) (a) To the best of our knowledge and belief and according to information and explanations given to us, we are of the opinion that there was No transaction that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us. There was no 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 to any party during the year.

(vi) In our opinion and According to the information and explanations given to us, we are of the opinion the Company has not complied with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits), Rules, 1975 with regard to deposits accepted from public as it has accepted excess deposit of Rs.476.63 Lacs as on 31st March, 2005 and Rs.352.61 lacs as on 30th November, 2007 from the limits specified. As per information and explanation given to us. The Central Government has granted exemption to the company from the compliance of provisions of section 58A of the Companies Act, 1956 and Rules 3(2)(i) & 3(2)(ii) of the companies (Acceptance of Deposit) Rules 1975 framed there under upto 31.03.2013 subject to certain conditions and no other order under the aforesaid section has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) The Company has an internal audit system which in our opinion needs to be strengthened to make it commensurate and adequate with the size of the company and nature of its business.

(viii) To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any product of the Company under Section 209(1 )(d) of the Companies Act, 1956.

(ix) According to the information and explanations given to us in respect of statutory and other dues:

(a) According to the information and explanations given to us and according to the books and records as produced and examined by us, the Company is generally regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, Excise Duty, Sales Tax, Service Tax, Cess and any other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Excise Duty and Cess were in arrears, as at 31st March, 2010, for a period of more than six months from the date they became payable subject to note No.2, 5, 11 & 12 of Notes on Accounts (Schedule 20) and the disputed amounts as detailed in (b) below.

(b) According to the information and explanations given to us, details of dues of income tax, excise duty and sales tax which have not been deposited as on 31st March, 20010 on account of any dispute are given below :



Particulars Forum where matter is Financial Amount involved pending Yeartowhich matter pertains

1 Income Tax Income Tax Authority, Indore 1995-96 Rs.153648/-Addition of cash credit etc. reducing unabsorbed depreciation & Interest.

Income Tax Authority, Indore 1998-99 Pending for fresh order from AO. Rs. Nil Addition of cash credit etc. reducing unabsorbed depreciation CIT (Appe als)-ll, Indore 2004-05 Rs. Nil Addition of cash credit Disallowances certain expenses and addition under sec.145A

CIT (Appe als)-ll, Indore 2005-06 Rs. Nil Addition of cash credit Disallowances certain expenses and addition under sec.145A

2 Excise Duty Central Excise Department SCN No./OrderNo. Appeal by Central Excise Department against Order in Original No.26-27 dtd.21.07.06 Rs.9,34,36,459/- in the matter of class ification of Maize Starch

V(35)15-04/2007/Adj. 1/31986 dated 03.12.2007 Rs.26663128/- in the matter of Classification dispute of Maize Starch.

V(35)15-01/2008/Adj. l/28532 dated 22.10.2008 Rs.26458042/- in the matter of Classification dispute of Maize Starch.

Appeal No.E/2990/06/C. Exdse dated 06.09.2006 Rs.4,58,096/- Appeal No.E/1241/06 Rs.7,33,488/-

IV(16)30-318/OT/Pith/ Adj/8795 dated 07.12. 2007 Rs.393622/- in the matter of Disallow of Cenvat Credit as common input used in Hydrol.

IV(16)30-76/08/Pith/ Adj/1666 dated 10.03. 2008 Rs.477802/- in the matter of Disallow of Cenvat Credit as common input used in Hydrol.

IV(16)30-336/08/Adj/ 8667 dated 05.12.2008 Rs.495842-in the matter of Disallow of Cenvat Credit as common input used in Hydrol.

IV(16)30-95/08-09/ Adj/11450 dated 06.03. 2009 Rs.484387/- in the matter of Disallow of Cenvat Credit as common input used in Hydrol.

IV(16)30-136/06/Pith /5975 dated 11.09.2006 Rs.470576A in the matter of Disallow of Cenvat Credit as com mon input used in Hydrol.

IV(16)30-65/07/Pith/ 1003 dated 28.02.2007 Rs.466136/ - in the matter of Disallow of Cenvat Credit as com mon input used in Hydrol.

IV(16)30-66/07/Pith/ Adj/1006 dated 28.02. 2007 Rs.484341/- in the matter of Disallow of Cenvat Credit as common input used in Hydrol.

IV(16)30-43/08/Pith/ Adj/3433 dated 12.05. 2008 Rs.406131/-in the matter of Disallow of Cenvat Credit as common input used in Hydrol.

IV(16)30-12/09/Pith/ Adj/10048 dated 19.01. 2009 Rs.42464/- in the matter of Credit availed on service tax paid on outward transportation.

IV(16)30-219/08/Adj /5092 Rs.302663/- in the matter of Credit availed on service tax paid on outward transportation.

V(35) 15-02/07/Adj/ 23327 dt.09.08.2007. Demand of Rs. 20843 640/- has been issued on the ground that the company availed credit of service tax availed on Input Serv ices which were also used for exempted goods.

V(17) 15- /2007/Adj. 1/25123 dt.06/09/2007, Demand of Rs.16399760/- i.e.10% of value of exempted goods.

V(935) 15 - 02/15982 dt.25.06.2008. Demand of Rs.3762261/- i.e.1 0% of value of exempted goods on the ground of non maintenance of separate record of inputs of dutiable and exempted goods.

Appeal No.E/3683/2003- NB(SM) Rs.=166334/- in the matter of Credit on returned goods.

3. CST Reference application pending 1995-1996 Assessment demand after first appeal effect.

before M.P. Commercial Tax Rs. 175731/-, Part payment made of Rs. 35,200/-

Appellate Board on 06/02/2004. Demand outstanding as on 31/03/ 2010 Rs.1,40,531/-

MPCT Reference application pending 1997-1998 Assessment demand after second appeal effect.

before M.P. Commercial Tax Rs. 27041/-, No part payment made. Demand Appellate Board. outstanding As on 31/03/2010 Rs.27,041/-

CST Appeal argued before M.P. 1997-1998 Assessment demand after first appeal effect. Commercial Tax Appellate Rs. 232465/-, part payment made of Rs. 46,500/- Board Order awaited. on 06/02/2004. Demand outstanding As on 31/03/ 2010 Rs.1,85,956/-

CST Reference application pending 1998-1999 Assessment demand after first appeal effect.

before M.P. Commercial Tax Rs. 318392/-, part pay ment made of Rs. 63,700/- Appellate Board . on 06/02/2004. Demand outstanding As on 31/03/ 2010 Rs. 2,54,692/-

MPCT On revision, the assessment for. Reassessment u/s28(1) Demand Rs.166868/-, No MPCT & CST for both the years part payment made. MPCT & CST (2002-03) & are remanded to the file of (2003-04) Cases pending for reassessment Assessing Officer. before ACCT.

ET The Entry Tax Assessments are ET - 2002-03 Amount demanded paid vide challan confirmed vide order of Upper no. 1014 dt.05/12/2009 Commissioner Dated 19/08/2009 ET - 2003-04 Amount demanded paid vide challan no. 1015 dt.05/12/2009.

CST 2002-2003 Reassessment u/s28(1) Demand Rs.4025374/-, No part payment made. Demand outstanding as on 31/ _ 03/2010 is NIL.

ET 2002-2003 Reassessment u/s28(1) Demand Rs. 421514/- No part payment made. Demand outstanding as on 31/03/2010 is NIL.

MPCT 2003-2004 Reassessment u/s28(1) Demand Rs.353496/-, No part payment made. Demand outstanding as on 31/03/2010 is NIL.

CST 2003-2004 Reassessment u/s28(1) Demand Rs.2711474/-, No part payment made. Demand outstanding as on 31/03/2010 is NIL. ET 2003-2004 Reassessment u/s28(1) Demand Rs.510434/-, No part payment made. Demand outstanding as on 31/03/2010 is NIL.

MPCT Appeal filed before Hon ble 2004-2005 Reassessment u/s 28(1) Demand Rs. 390584/-, Deputy Commi ssioner of Part payment made of Rs. 39060/- on 22/05/08.

Demand outstanding as on 31/03/2010 is Rs.61/-

CST Comimercial Tax. All de cided in 2004-2005 Reassessment u/s 28(1) Demand Rs. 2595248/-, our favour. Net demand for Part payment made of Rs. 259530/- paid on 22/05/08 these three cases after Demand outstanding as on 31/03/2010 is NIL

ET adjustment of relief & part 2004-2005 Reassessment u/s 28(1) Demand Rs. 363157/-, payment rem ains Rs. 31 776/- Part payment made of Rs. 36320/- on 22/05/08. Demand outstanding as on 31/03/2010 is Nil

Dextrose Divison

MPCT Appeal filed before Honble 2004-2005 Reassessment u/s. 28(1) Demand X 8485/-, Part Deputy Commi ssioner of . payment made of Rs. 850/- on 22/05/08. Demand outstanding as on 31/03/2010 is NIL.

CST Commercial Tax. All dec ided in 2004-2005 Reassessment u/s. 28(1) Demand Rs. 138725/-, our favour. Net refund receivable Part payment made of Rs. 13880/- on 22/05/08. Demand outstanding as on 31/03/2010 is NIL

ET Rs. 31715/- after adjus tment Reassessment u/s. 28(1) Demand Rs. 8485/-, Part of relief & Part payment. 2004-2005 payment made of Rs. 9040/- on 22/05/08. Demand outstanding as on 31/03/2010 is NIL

(x) The Company have no accumulated losses as at 31st March, 2010 no cash losses incurred during the financial year covered by our audit there was no Cash Loss in the immediately preceeding financial year.

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

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted loans and acvances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statutes as specified under clause (xiii) of the order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities & investments.

(xv) In our opinion and according to the information and explanations given to us, Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi; According to the information and explanations given to us, no term loans were availed by the Company during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, Short term funds have generally been used for short term purposes.

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

(xix) According to the information and explanations given to us, the Company has not issued any debentures during the year.

(xx) The Company has not raised any money through public issues during the year.

(xxi) Based upon the audit procedures performed and information given by the management we report that no fraud on or by the company has been noticed or reported during the course of our Audit.

For SUNIL CHANDRAGOYAL & CO.,

Chartered Accountants

FRN: 002658C

SUNIL GOYAL

Proprietor

Membership No.71809

Place : Indore

Date : 4th September2010

 
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