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Auditor Report of Universal Starch-chem Allied Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s. UNIVERSAL STARCH CHEM ALLIED LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 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.

Management's Responsibility for the Financial Statements

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

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 thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In case of its Balance Sheet of the state of affairs of the Company as at 31st March 2015.

b) In case of Statement of Profit and Loss Account of the loss for the year ended on that date.

c) In case of Cash flow statement of its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements as required by Section143 (3) of the Act, we report that:

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

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

c) The Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books of accounts of the company;

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

e) 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 Companies Act, 2013, we give in the annexure a statement on the matters specified in paragraphs 3 and 4 of the order;

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

i. The Company does not have any pending litigations which would impact its financial position.

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to Independent Auditors' Report

(Referred to in Paragraph (f) under the heading of "Report on Other Legal and regulatory requirements" of our Report of even date)

1. In respect of its Fixed Assets

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

2. In respect of its Inventory

(a) The inventory has been physically verified by the management at reasonable intervals.

(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. The Company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of Companies Act, 2013. Accordingly, clauses (a) and (b) are not applicable to the Company.

4. 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, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed of any continuing failure to correct major weaknesses in internal control system.

5. The company has obtained deposit from public / shareholders as defined according to the provisions of section 73 to 76 of the Companies Act, 2013 and the Rules framed there under. These deposits were obtained prior to April 1, 2014 and no new deposits were obtained during the year. In respect of old deposits, the company has made an application to the Company Law Board for obtaining further time for repaying the deposit.

6. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under sub-section (1) of section 148 of the Companies Act, 2013 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 cost records with a view to determine whether they are accurate or complete.

7. In respect of Statutory dues

(a) As per the information and explanations given to us and as per the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, Service tax, custom duty, excise duty, value added tax, cess and other material statutory dues applicable to it, with appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of not deposited on account of dispute in respect of income tax, wealth tax, Sales tax, excise, service tax, customs duty, excise duty, value added tax and cess are as follows:

Name of Nature of Amount Period to Forum of Statute Dues (Rs.) which it Dispute relates

Central Excise 42,83,966/- 2006-2007 CESTAT. Excise Act duty

(c) According to the information and explanations given to us, there is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8. The Company's accumulated loss at the end of the financial year is not more than Fifty percent of the net worth of the Company. The Company has not incurred cash loss during the year, and during the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks.

10. According to the information and explanations offered to us and the records examined by us, as the company has not given any guarantee for loan taken by others from banks or financial institutions, whereof are prejudicial to the interest of the company, is not applicable.

11. The Company has not raised new term loans from banks during the year. The term loans outstanding at the beginning of the year have been applied for the purpose for which they were raised.

12. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For M B Agrawal & Co. Chartered Accountants FRN No. 100137W

Harshal Agrawal Place: Mumbai Partner Date: 29th May, 2015 M.No.109438




Mar 31, 2014

We have audited the attached Balance Sheet of M/s Universal Starch-Chem Allied Limited ("the company") as at 31st March 2014 and also the Statement of Profit and Loss and Cash Flow statement for the year ended on that date 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 and financial performance and cash flow of the company in accordance with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of the 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 Auditing Standards 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 of 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 assessments 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 presentation 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 the 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b. In the case of 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.

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 Section 227(4A) 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 accounts as required by the law have been kept by the company so far as it appears from our examination of those books;

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash flow statement comply with the Accounting Standards to the extent applicable, 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, 2014 , taken on record by the Board of directors, none of the directors of the company are disqualified u/s 274 (1)(g) of the Companies Act, 1956 from being appointed as a director as on March 31, 2014.

Annexure to Independent Auditors'' Report

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and regulatory requirements" of our Report of even date)

i) In respect of its Fixed Assets

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of the fixed assets during the year and the going concern status of the company is not affected.

ii) In respect of its Inventories

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

iii) In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(a) The Company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of Companies Act, 1956. Accordingly, clauses (b), (c) and (d) are not applicable to the Company.

(b) The Company has not taken any secured loans from companies, firms or other parties covered in the register maintained under Section 301 of Companies Act, 1956. However the company has taken unsecured loans in the form of fixed deposits/unsecured loans from 9 parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.285.87 lacs and the year end balance of loans taken from such parties Rs.285.87 lacs.

(c) In our opinion and according to the information given to us, the rate of interest and other terms and conditions are not prima facie prejudicial to the interest of the company.

(d) The payment of the principle and interest are regular;

(e) In respect of the said deposits/unsecured loans and interest thereon, there are no amounts due over Rs. One lac.

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, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed of any continuing failure to correct major weaknesses in internal control system.

v) In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956.

(a) According to the information and explanations given to us and in our opinion, the transactions made in pursuance of contracts or arrangements that need to be entered into the register to be maintained under section 301 of the Companies Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements with the parties identified as above and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which appear reasonable as per the information available with the company.

vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations provided to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court or Tribunal in respect of the aforesaid deposits.

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

viii) We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government of India, the maintenance of cost records has been prescribed under section 209(1)(d) of the Companies Act, 1956 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 cost records with a view to determine whether they are accurate or complete.

ix) In respect of Statutory dues

(a) As per the information and explanations given to us and as per the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no dues which are not deposited on account of dispute in respect of income tax, wealth tax, Sales tax, excise, service tax, customs duty and cess were in arrears, as at March 31, 2014 for a period of more than six months from the date they became payable.

x) The Company does not have accumulated cash losses at the end of the financial year. The company has not incurred cash losses during the financial year under audit or during 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 repayment of dues to financial institutions or banks.

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

xiii) In our opinion, the Company is not a Chit Fund/ Nidhi/ mutual benefit fund/society Therefore, the provisions of clause (xiii) of paragraph 4 of the order are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

xv) According to the information and explanations offered to us and the records examined by us, as the company has not given any guarantee for loan taken by others from banks or financial institutions, the requirements of clause 4(xv) of the order to comment on whether terms and conditions, whereof are prejudicial to the interest of the company, is not applicable.

xvi) The Company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short term basis have been used for long term investment.

xviii) The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) The Company has not issued any debentures during the year under audit.

xx) The Company has not raised any money through public issue during the year under audit.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For M. B. AGRAWAL & Co. CHARTERED ACCOUNTANTS (Reg No.: 100137W)

Harshal Agrawal Place: Mumbai PARTNER Date: May 30, 2014 M. No. 109438


Mar 31, 2013

Report on the Financial Statements

We have audited the attached Balance Sheet of M/s Universal Starch-Chem Allied Limited ("the company") as at 31st March 2013 and also the Statement of Profit and Loss and Cash Flow statement for the year ended on that date 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 and financial performance and cash flow 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 the 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 Auditing Standards 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 of 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 assessments 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 presentation 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 the 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of afairs of the Company as at 31st March, 2013;

b. In the case of Statement of Profit and Loss of the loss for the year ended on that date; and

c. In the case of the Cash Flow statement, of the Cash Flows for the year ended on that date.

Report on other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227(4A) 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 accounts as required by the law have been kept by the company so far as it appears from our examination of those books;

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash flow statement comply with the Accounting Standards to the extent applicable, 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 of the company are disqualified u/s 274 (1)(g) of the Companies Act, 1956 from being appointed as a director as on March 31, 2013.

Annexure to Independent Auditors'' Report

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and regulatory requirements" of our Report of even date)

i) In respect of its Fixed Assets

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed of any substantial part of the fixed assets during the year and the going concern status of the company is not afected.

ii) In respect of its Inventories

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

iii) In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. (a) The Company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of Companies Act, 1956. Accordingly, clauses (b), (c) and (d) are not applicable to the Company.

(b) The Company has not taken any secured loans from companies, firms or other parties covered in the register maintained under Section 301 of Companies Act, 1956. However the company has taken unsecured loans in the form of fixed deposits/unsecured loans from 9 parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.286.88 lacs and the year end balance of loans taken from such parties Rs.286.88 lacs.

(c) In our opinion and according to the information given to us, the rate of interest and other terms and conditions are not prima facie prejudicial to the interest of the company.

(d) The payment of the principle and interest are regular;

(e) In respect of the said deposits/unsecured loans and interest thereon, there are no amounts due over Rs. One lac.

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, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed of any continuing failure to correct major weaknesses in internal control system.

v) In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956.

(a) According to the information and explanations given to us and in our opinion, the transactions made in pursuance of contracts or arrangements that need to be entered into the register to be maintained under section 301 of the Companies Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements with the parties identified as above and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which appear reasonable as per the information available with the company.

vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations provided to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court or Tribunal in respect of the aforesaid deposits.

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

viii) We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government of India, the maintenance of cost records has been prescribed under section 209(1)(d) of the Companies Act, 1956 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 cost records with a view to determine whether they are accurate or complete.

ix) In respect of Statutory dues (a) As per the information and explanations given to us and as per the records of the Company, the Company

is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. (b) According to the information and explanations given to us, there are no dues which are not deposited on account of dispute in respect of income tax, wealth tax, Sales tax, excise, service tax, customs duty and cess were in arrears, as at March 31, 2013 for a period of more than six months from the date they became payable.

x) The Company does not have accumulated cash losses at the end of the financial year. The company has not incurred cash losses during the financial year under audit or during 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 repayment of dues to financial institutions or banks.

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

xiii) In our opinion, the Company is not a Chit Fund/ Nidhi/ mutual benefit fund/society Therefore, the provisions of clause (xiii) of paragraph 4 of the order are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

xv) As per the information and explanations ofered to us and the records examined by us, guarantee is given by the Company to HDFC Bank on behalf of its employees. The terms and conditions are not prima facie prejudicial to the interest of the company.

xvi) The Company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short term basis have been used for long term investment.

xviii) The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) The Company has not issued any debentures during the year under audit.

xx) The Company has not raised any money through public issue during the year under audit.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For M. B. Agrawal & Co.

Chartered Accountants

ICAI Firm No. 100137W

SANJAY LUNKAD

Place: Mumbai Partner

Date: 29th May, 2013 M. No. 48229


Mar 31, 2012

1. We have audited the attached Balance Sheet of Universal Starch-Chem Allied Limited, as at 31st March, 2012, the Profit & Loss statement and the Cash Flow statement for the year ended on that date annexed thereto, which we have signed under reference to report. Theses 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 Companies (Auditors Report) amendment Order issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies act, 1956, and on the basis of such checks of the books and records of the company as we consider appropriate and according to the information and explanation given to us, we give in the annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i) 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;

ii) 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;

iii) The Balance Sheet, Profit and Loss statement and Cash Flow statement dealt with by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet, Profit and Loss statement 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 Companies Act, 1956.

v) On the basis of written representations received from the directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said 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 2012;

b) In the case of the Profit and Loss statement, of loss 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.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in our paragraph 3 of our Auditors' Report of even date)

i) (a) The Company has maintained proper records showing full particulars including quantitative details of fixed assets. The Company is in the process of compiling the details regarding the situation of the fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, the Company has not disposed off any substantial part of the fixed Assets.

ii) (a) The inventory has been physically verified during the year by the management in our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory, The discrepancies noticed on verification between the physical inventory and the book records were not material.

iii) (a) The Company has not granted loans, secured or unsecured to and from companies, firms or other parties covered in the register maintained under Section 301 of Companies Act, 1956. Accordingly, clauses (b), (c) and (d) are not applicable to the Company.

(b) The Company has not taken any loans, secured to and from companies, firms or other parties covered in the register maintained under Section 301 of Companies Act, 1956. However the company has taken unsecured loans in the form of fixed deposits from 9 parties covered in the register maintained under section 301 of the Companies act, 1956. The maximum amount involved during the year was Rs. 206.05 and the year end balance of loans taken from such parties Rs. 206.05 lacs.

(c) In our opinion the rate of interest and other terms and conditions of advance are not prima facie prejudicial to the interest of the company.

(d) The payment of the principal and interest are regular,

(e) There are no amounts due over Rs. One lac.

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, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed nor have been informed of any continuing failure to correct major weaknesses in internal controls.

v) (a) According to the information and explanations given to us and in our opinion, the parties and the transactions that need to be entered into the register to be maintained under section 301 of the Companies Act have been entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements with the parties identified as above and exceeding the value of rupees five lacks in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at the relevant time. However, in respect of certain transactions including for purchases and sale of goods, prevailing market prices at the relevant time are not available as these transactions are of special nature.

vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations provided to us, no order has been passed by the Company Law Board or National Company law Tribunal or Reserve Bank of India or any other court or tribunal in respect of the aforesaid deposits.

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

viii) We have broadly reviewed the books of account maintained by the Company in respect of the products were, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under Section 209 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 determine whether they are accurate or complete.

ix) (a) As per the information and explanations given to us and as per the records of the Company examined, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no dues which are not deposited on account of dispute in respect of, wealth tax,Sales tax, excise, service tax, customs duty and cess were in arrears, as at March 31, 2012 for period of more than six months from the date they became payable.

x) The Company does not have accumulated cash losses at the end of the financial year. The company has not incurred cash losses during the financial year under audit or during 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 repayment of dues to financial institutions or banks.

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

xiii) The provisions of any special statute applicable to Chit Fund/ Nidhi/mutual benefits fund/societies are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

xv) As per the information and explanations offered to us and the records examined by us, guarantee is given by the Company to HDFC Bank on behalf of its employees. The terms and conditions are not prejudicial to the interest of the company.

xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short term basis have been used for long term investment.

xviii)The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) The Company has not issued any debentures during the year under audit.

xx) The Company has not raised any money through public issue during the year under audit.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For M. B. Agrawal & Co.

Chartered Accountants

ICAI FRN 100137W

Harshal Agrawal

Place : Mumbai Partner

Date : 9th August, 2012 Membership No.: 109438


Mar 31, 2010

1. We have audited the attached Balance Sheet of Universal Starch-Chem Allied Limited, as at 31st March 2010, 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 the auditing standards generally accepted in India. Those standards require thatwe 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 (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) amendment Order issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i) 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;

ii) 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;

iii) The Balance Sheet, Profit and Loss account and Cash Flow statement dealt with by this report are in agreement with the books of account.

iv) 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 Companies Act, 1956;

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said 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 31 st March 2010;

b) In the case of the Profit and Loss account, of 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.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in our paragraph 3 of our Auditors Report of even date)

i) (a) The Company has maintained proper records showing full particulars including quantitative details of fixed assets. The Company is in the process of compiling the details regarding the situation of the fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, the Company has not disposed off any substantial part of the fixed Assets.

ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical inventory and the book records were not material.

iii) (a) The Company has not granted loans, secured or unsecured to and from companies, firms or other parties covered in the register maintained under Section 301 of Companies Act, 1956. Accordingly, clauses (b), (c) and (d) are not applicable to the Company.

(b) The Company has not taken any loans, secured or unsecured to and from companies, firms or other parties covered in the register maintained under Section 301 of Companies Act, 1956. Accordingly, clauses (f) and (g)are not applicable to the Company.

iv) In ouropinion 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, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed nor have been informed of any continuing failure to correct major weaknesses in internal controls.

v) (a) According to the information and explanations given to us and in our opinion, the parties and the transactions that need to be entered into the register to be maintained under section 301 of the Companies Act have been entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements with the parties identified as above and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. However, in respect of certain transactions including for purchases and sale of goods, prevailing market prices at the relevant time are not available as these transactions are of special nature.

vi) In ouropinion and according to the information and explanations given to us, the Company has complied with the provisions of section 56A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations provided to us, no order has been passed by the Company Law Board or National Company law Tribunal or Reserve Bank of India or any other court or tribunal in respect of the aforesaid deposits,

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

viii) According to the information and the explanations given to us, the Central Government has not prescribed maintenance of costrecordsforthe regular business of the Company. However in respect the activity of generation of electricity from Wind energy and through Co-generation plant, we 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 determine whether they are accurate or complete.

ix) (a) As per the information and explanations given to us and as per the records of the Company examined, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no dues which are not deposited on account of dispute in respect of, wealth tax, Sales tax, excise, service tax, customs duty and cess were in arrears, as at March 31, 2010 for a period of more than six months from the date they became payable.

x) The Company does not have accumulated cash losses at the end of the financial year. The company has not incurred cash losses during the financial year under audit. There was a 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 repayment of dues to financial institutions or banks.

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

xiii) The provisions of any special statute applicable to Chit Fund/ Nidhi/ mutual benefit fund/societies are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

xv) As per the information and explanations offered to us and the records examined by us, no guarantee is given on behalf of any other party to any banks or financial institutions.

xvi) In our opinion, the term loans have been applied for the purpose for which they were raised. .

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short term basis have been used for long term investment.

xviii)The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) The Company has not issued any debentures during the year under audit.

xx) The Company has not raised any money through public issue during the year under audit.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For M. B. Agrawal & Co. Chartered Accountants ICAI FRN100137W

Harshal Agrawal Place: Mumbai Partner Date: August 12, 2010 Membership No.:109438"



 
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