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Auditor Report of Patanjali Foods Ltd.

Mar 31, 2023

PATANJALI FOODS LIMITED

(Formerly known as Ruchi Soya Industries Limited)

Report on the Audit of Standalone Financial Statements Opinion

We have audited the standalone financial statements of Patanjali Foods Limited (“the Company”), which comprise the standalone balance sheet as at 31st March 2023, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2023, and profit (including other comprehensive income), statement of changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in

the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company

in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

How our audit addressed the key audit matter

Revenue recognition as per Ind AS 115

(As described in note no. 2(B)(k), 21 and 45 of the standalone financial statements)

Revenue is recognised net of discounts & rebates earned by the customers

In view of the significance of the matter we applied the following audit procedures in

on the Company’s sales. The discounts & rebates recognised based on sales

this area, among others to obtain sufficient audit evidence:

made during the year.

• Assessing the environment of the IT system related to invoicing and measurement

Revenue is recognised when control of the underlying products have been

and accounting of revenue.

transferred along with satisfaction of performance obligation. The terms

• On a sample basis, tested supporting documentation for sales transactions

of sales arrangements, including the timing of transfer of control, the

recorded during the year which included customer contracts, sales orders, sales

nature of discount and rebates arrangements and delivery specifications,

invoices, shipping documents, discounts and rebates conditions and other related

create complexity and judgment in determining sales revenues.

documents.

Further customer’s rebate/discounts represent a material reduction in sales and process for calculating and recording the above involves significant manual process. Risk exists that revenue is recognised without substantial transfer of control and is not in accordance with Ind AS115 “Revenue from contracts with customers”, resulting into recognition of revenue in incorrect period.

• Evaluated the appropriateness of revenue recognition policy and adequacy of disclosures in the standalone financial statements in respect of revenue recognition in accordance with the Ind AS 115.

Considering the above factors, revenue recognition has been considered as a key audit matter.

Key Audit Matter

How our audit addressed the key audit matter

Acquisitions of food retail business undertaking from Patanjali Ayurved Limited on going concern basis by way of slump sale

(As described in note no. 2(B)(v) and 47 (B) of the standalone financial statements)

The Board of Directors of the Company in its meeting held on 18th May 2022 has approved the acquisition of food business undertaking from Patanjali Ayurved Limited. Pursuant to Business Transfer Agreement, as amended, entered with Patanjali Ayurved Limited (PAL), with effect from 1st July, 2022 (“Acquisition Date”), the Company has acquired Food Retail Business (‘Food Retail Business Undertaking”) as a going concern on a Slump Sale basis for a cash consideration of H 69,000 Lakh. Accordingly, on acquisition date, all the assets acquired including intangible assets identified aggregating to H 73,733.69 Lakh are accounted at fair value in accordance with “IND AS 103” — “Business Combination”, differential amount of H 3,646.68 Lakh after considering effects of deferred tax liabilities are credited to Capital Reserve.

As food retail business acquisitions is significant event during the year and acquisition of this business has contributed revenue from operation amounting to H 387,527.90 Lakh for the Company, we considered it to be a key audit matter.

In view of the significance of the matter we applied the following audit procedures in

this area, among others to obtain sufficient audit evidence:

• Performed inquiry procedures with the key managerial persons of the Company with reference to above said transfer.

• Obtained and read the minutes of board of directors and shareholders, business transfer agreement (BTA) and amendments thereto, for acquisitions of food retail business.

• Understanding the process followed by the Company for the accounting treatment of pursuant to the BTA.

• Evaluating whether the measurement, recognition and disclosure of the said transaction is in line with the applicable Indian Accounting Standards.

• We obtained management’s workings for the accounting of the acquisitions and evaluated management’s determination of the fair value of the assets acquired, including valuation of intangible asset which is based on independent valuer’s report engaged by the Management.

• Assessing whether the accounting entries recorded in the books is in line with the accounting treatment assessed above, including the arithmetical accuracy of the

•

Review of disclosures provided in the standalone financial statements in this regard.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended 31st March 2023. This matter was addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Information other than the financial statements and auditor’s report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the annual report but does not include the standalone financial statements and our auditor’s report thereon. The annual report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information identified above, if we conclude that there is a material misstatement therein we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity 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. 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 implementation and maintenance of 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

That Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

(h) 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, as detailed in Note no. 31 (A) (c) & (d) to the standalone financial statements has disclosed the impact of pending litigations on its financial position.

(ii) The Company did not have any material foreseeable losses on long term contracts including derivative contracts for which there were any material

foreseeable losses.

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

(iv) (a) Management has represented to us that, to the

best of it’s knowledge and belief, as disclosed in the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) Management has represented to us that, to the best of it’s knowledge and belief, as disclosed in the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether,

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit.

We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to the standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management5 s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (“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 and explanations given to us, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. Further to our comment in the Annexure A, as required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statement of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

(g) In our opinion, the managerial remuneration for the year ended 31st March, 2023 has been paid / provided by the Company to its director in accordance with the provisions of section 197 read with Schedule V to the Act.

directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on our audit procedures conducted that are considered reasonable and appropriate in the circumstances, nothing has come to our attention that cause us to believe that the representation given by the management under paragraph (2) (h) (iv) (a) & (b) contain any material misstatement.

(v) The final dividend paid by the Company during the year which was declared for the previous year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend.

As stated in note no 50 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

(vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from 1st April, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31st March, 2023.

For Chaturvedi & Shah LLP Chartered Accountants

Firm’s Registration No. 101720W/W100355

Vijay Napawaliya Partner

Place: Mumbai Membership No. 109859

Date: 30th May, 2023 UDIN: 23109859BGXRUC8388


Mar 31, 2022

Ruchi Soya Industries Limited

Report on the Audit of Standalone Financial StatementsOpinion

We have audited the standalone financial statements of RUCHI SOYA INDUSTRIES LIMITED (“the Company”), which comprise the standalone balance sheet as at 31st March 2022, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2022, and profit (including other comprehensive income), statement of changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

Key audit matter are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended 31st March 2022. This matter was addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

Key Audit Matter

How our audit addressed the key audit matter

Recoverability of amounts paid against on-going litigations

Refer Note 33 to the standalone financial statements. Prior to

We have performed the following procedures to test the

the approval of the Resolution Plan, the Company was a party

recoverability of payments made by the Company in relation

to certain litigations. Pursuant to the approval of the Resolution

to litigations instituted against it prior to the approval of the

Plan, it was determined that no amounts are payable in respect

Resolution Plan:

of those litigations as they stand extinguished.

• Verified the underlying documents related to litigations

The Company had also made certain payments to the relevant authorities in respect of those litigations which were presented as recoverable under “Deposits paid under protest” and “Indirect

and other correspondences with the statutory authorities.

• Reviewed the provisions of the Resolution Plan to understand the requirements of the said Plan and

Tax Refund Receivable” in the standalone financial statements.

evaluated the possible impact.

The estimates related to expect outcome of litigations and

• Evaluated whether the accounting principles applied by the management fairly present the amounts recoverable

recoverability of payments made in respect thereof have

from relevant authorities in financial statements in

high degree of inherent uncertainty in respect of disposal

accordance with the principles of Ind AS.

of litigations involving companies admitted to Corporate Insolvency Resolution Process.

• Discussion with the management on the development in theses litigations during the year ended 31st March, 2022.

This requires application of significant judgment in the

• Obtaining representation letter from the management

recoverability and therefore we consider this as a significant key

on the assessment of those matters as per SA 580

audit matter from the perspective of our audit.

(revised) - written representations.


Information other than the financial statements and auditor’s report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the annual report but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information identified above, if we conclude that there is a material misstatement therein we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity 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. 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 implementation and maintenance of 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

That Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to the standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate,

to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order, 2020, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (“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 and explanations given to us, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2 Further to our comment in the Annexure A, as required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2022 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statement of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) In our opinion, the managerial remuneration for the year ended 31st March, 2022 has been paid / provided by the Company to its director in accordance with the provisions of section 197 read with Schedule V to the Act.

(h) 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, as detailed in Note no. 33 to the standalone financial statements has disclosed the impact of pending litigations on its financial position.

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

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

(iv) (a) Management has represented to us

that, to the best of it’s knowledge and belief, as disclosed in the standalone

financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) Management has represented to us that, to the best of it’s knowledge and belief, as disclosed in the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party

(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on our audit procedures conducted that are considered reasonable and appropriate in the circumstances, nothing has come to our attention that cause us to believe that the representation given by the management under paragraph (2) (h) (iv) (a) & (b) contain any material misstatement.

(v) As stated in note no 48 (iv) to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For Chaturvedi & Shah LLP

Chartered Accountants Firm’s Registration No. 101720W/W100355

Vijay Napawaliya

Partner

Place: Mumbai Membership No. 109859

Date: 27th May 2022 UDIN: 22109859AJRZDX2187


Mar 31, 2021

To the Members of

Ruchi Soya Industries Limited

REPORT oN THE AuDIT of STANDALoNE

financial statements opINIoN

We have audited the standalone financial statements of RucHI SoYA Industries Limited (“the Company"), which comprise the balance sheet as at March 31, 2021, and the statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“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, 2021 and profit (including other comprehensive income), statement of changes in equity and its cash flows for the year ended on that date.

BASIS for opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended March 31, 2021. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matters

How our audit addressed the key audit matter

(i) property, plant and equipment (ppE), capital work in

progress (CWip) and intangible assets

As at March 31, 2021 aggregate net carrying value of PPE,

• Obtained an understanding from the management with

CWIP and intangible assets are '' 498,127.66 Lakh, which

respect to process followed by the Company to perform

constitutes 55.30% of the total assets of the Company.

annual impairment.

Management regularly reviews whether there is any indication

• Evaluating the appropriateness of the Company’s

of impairment of these assets by reference to the requirement

judgment regarding identification of assets which may

under Ind AS 36 “Impairment of Assets".

be impaired.

For performing the impairment testing, the Company has used discounted cash flows method to determine the recoverable amount and those are based on annual forecasts and present trends.

• Obtained the impairment analysis model from the management and reviewed their conclusions including reading the valuation report used by the management for determining the fair value of the cash generating unit.

Considering the materiality of the amount involved and significant degree of judgement and subjectivity involved in the estimates and assumptions used in determining the cash flows used in the impairment evaluation, we have determined these matter as a key audit matter for the current year audit.

• We have assessed the valuation methodology used by the valuer and its professional competence and expertise.

• Made inquiries with management to understand drivers of the cash flow forecasts like discount rates, capitalization rates, expected growth rates and terminal growth rates used.

• Considered the completeness and accuracy of the

disclosures, which are included in notes 3, 4, and 2 (B) a & b of the standalone financial statements.

Key Audit Matters

How our audit addressed the key audit matter

(ii) Recoverability of amounts paid against on-going litigations

Refer Note 33 to the standalone financial statements. Prior

We have performed the following procedures to test the

to the approval of the Resolution Plan, the Company was a

recoverability of payments made by the Company in relation

party to certain litigations. Pursuant to the approval of the

to litigations instituted against it prior to the approval of the

Resolution Plan, it was determined that no amounts are payable

Resolution Plan:

in respect of those litigations as they stand extinguished.

• Verified the underlying documents related to litigations

The Company had also made certain payments to the relevant

and other correspondences with the statutory authorities.

authorities in respect of those litigations which were presented as recoverable under “Deposits paid under protest” and “Indirect Tax Refund Receivable” in the standalone financial statements.

• Reviewed the provisions of the Resolution Plan to understand the requirements of the said Plan and evaluated the possible impact.

The estimates related to expect outcome of litigations and recoverability of payments made in respect thereof have high degree of inherent uncertainty due to insufficient judicial precedents in India in respect of disposal of litigations

• Evaluated whether the accounting principles applied by the management fairly present the amounts recoverable from relevant authorities in financial statements in accordance with the principles of Ind AS.

involving companies admitted to Corporate Insolvency

• Discussion with the management on the development in

Resolution Process.

theses litigations during the year ended March 31, 2021.

This requires application of significant judgment in the

• Obtaining representation letter from the management on

recoverability and therefore we consider this as a significant

the assessment of those matters as per SA 580 (revised) -

key audit matter from the perspective of our audit.

written representations.

the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity 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. 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 implementation and maintenance of 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the annual report but does not include the financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information identified above, if we conclude that there is a material misstatement therein we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

That Board of Directors are also responsible for overseeing the Company’s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (“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 and explanations given to us, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2 Further to our comment in the Annexure A, as required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to the standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

our opinion and to the best of our information and according to the explanations given to us:

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statement of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) In our opinion, the managerial remuneration for the year ended March 31, 2021 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act.

(h) With respect to the other matters to be included in the Auditor5 s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in

(i) The Company, as detailed in Note no. 33 to the standalone financial statements has disclosed the impact of pending litigations on its financial position.

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

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

For Chaturvedi & Shah LLP

Chartered Accountants Firm’s Registration No. 101720W/W100355

Vijay Napawaliya

Partner

Place: Mumbai Membership No. 109859

Date: June 29, 2021 UDIN: 21109859AAAACY9331


Mar 31, 2018

Independent Auditors'' Report

To the Members of

Ruchi Soya Industries Limited (A Company under corporate insolvency resolution process vide NCLT order)

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying Standalone financial statements of Ruchi Soya Industries Limited (''the Company''), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information, (hereinafter referred to as "the Standalone Financial Statements")

The Hon''able National Company Law Tribunal ("NCLT"), Mumbai Bench, admitted petition for initiation of Corporate Insolvency Process ("CIRP") u/s 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code") filed by financial creditors vide order no. CP1371 & CP1372/I&BP/NCLT/MAH/2017 delivered on 15th December 2017 and appointed an Interim Resolution Professional ("IRP") to manage affairs of the Company in accordance with the provisions of Code. The Committee of Creditors of the Company, in its meeting held on 12th January 2018 confirmed the IRP as Resolution Professional ("RP") for the Company. In view of pendency of the CIRP the management of affairs of the Company and power of Board of Directors are now vested with RP. These Standalone Financial Statements have been prepared by the management of the Company and Certified by Mr. Anil Singhal, Chief Financial Officer and Mr. R. L. Gupta, Company Secretary, and approved by RP.

MANAGEMENT''S AND RESOLUTION PROFESSIONAL''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

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

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of Standalone financial statement in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these Standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the Standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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/Management/Resolution Professional, as well as evaluating the overall presentation of the Standalone financial statements.

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

BASIS FOR QUALIFIED OPINION

(i) As mentioned in Note no. 45 of the Standalone Financial Statement, no impairment assessment of tangible and intangible assets in carrying value as at 31" March 2018 is made. Therefore, we are unable to comment on consequential impairment, if any, that is required to be made in carrying value of property, plant and equipment and intangibk assets.

(ii) Attention is drawn to Note no. 46 of the Standalone Financial Statement, wherein it is stated that trade receivabks are higher by Rs. 1189.24 Lakh as at 31st March 2018 since equivalent amounts of funds remitted by the customer is not credited by bank in Company'' accounts.

(iii) Attention is drawn to Note no. 47 of the Standalone Financial Statement, regarding non-availability of Demat Statement in respect of investments amounting to Rs. 1417.98 Lakh as at 31st March 2018. Accordingly, we are unable to comment on the possible financial impact, presentation and disclosures, related to those investments.

(iv) As mentioned in Note no. 48 of the Standalone Financial Statement:-

(a) In respect of Company''s borrowings from banks and financial institutions aggregating Rs. 6,59,929.75 Lakh, bank (current account and term deposits) balances aggregating Rs. 17882.96 Lakh, bank guarantee given by the Company aggregating to Rs. 2947.99 Lakh, independent balance confirmations as at 31st March 2018 is not received.

(b) As a part of CIRP, creditors were called upon to submit their claims. In aggregate, claims submitted by the Financial Creditors exceeded the amount as appearing in the books of accounts. The process of submitting claims is still going on and it is also under reconciliations with amount as appearing in the books of accounts. Pending reconciliations and final outcome of the CIRP, no accounting impact in the books of accounts has been made in respect of excess, short, or non-receipts of claims for operational and financial creditors. Hence, consequential impact, if any, on the Standalone financial statements is not currently ascertainable.

(v) Attention is drawn to Note No. 49 of Standalone Financial Statement:-

(a) Regarding non-recognition of interest amounting to Rs. 345,61.14 Lakh, subsequent to Insolvency Commencement Date i.e. 15th December 2017, on borrowing from banks and financial institutions, customer advances, inter corporate deposits and security deposits received, which is not in compliance with requirements of Ind AS - 23 on "Borrowing Cost" read with Ind AS - 109 on ''Financial lnstruments".

(b) The Company has not translated foreign currency trade payables, certain trade receivables, borrowings and customer advance as at 31st March 2018 using closing exchange rate having an impact on exchange difference loss of Rs. 1926.86 Lakh. The same is not in compliance with IndAS — 21 on "The Effects of Changes in Foreign Exchange Rates"

(c) Had provision for interest and exchange difference would be recognised, finance cost, total expenses, loss for the year and total comprehensive income would have been higher by Rs. 364,88.00 Lakh having consequential impact on other current financial liability and other equity

(vi) We have been informed by Resolution Professional that certain information including the minutes of meetings of the Committee of Creditors and the outcome of certain procedures carried out as a partof the CIRP are confidential in nature and could not be shared with anyone other than the Committee of Creditors and NCLT. Accordingly, we are unable to comment on the possible financial impact, presentation and disclosures, if any, that may arise if we have been provided access to those information.

QUALIFIED OPINION

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in Paragraphs above "Basis for Qualified Opinion", the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the financial position of the Company as at 31st March 2018, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

EMPHASIS OF MATTERS

(i) We draw attention to the Note no. 44 of the Standalone Financial Statement, regarding preparation of Standalone financial statements on going concern basis, which states that the Company has incurred cash losses, its liabilities exceeded total assets and its net worth has been fully eroded as on 31st March 2018. In view of the continuing default in payment of dues, certain lenders have sent notices/letters recalling their loans given and called upon the Company to pay entire dues and other liability, receipt of invocation notices of corporate guarantees given by the Company, while also invoking the personal guarantee of promoter director. Few of the lenders also issued willful defaulter notices and filed petition for winding up of the Company. Capacity utilization of manufacturing processing facilities is very low and Corporate Insolvency Process against the Company is in process. Since the CIRP is currently in progress, as per the Code, it is required that the Company be managed as a going concern during the CIRP. The Standalone financial Statements is continued to be prepared on going concern basis. However there exists material uncertainty about the Company''s ability to continue as going concern since the same is dependent upon the resolution plan to be formulated and approved by NCLT. The appropriateness of preparation of Standalone Financial Statements on going concern basis is critically dependent upon CIRP as specified in the Code.

(ii) Attention is drawn to Note No. 33 (A) (c) (ii) of the Standalone Financial Statement, regarding impounding of three plants at Kandla Gujarat i.e. Edible Oil Refinery, Oleochem Division and Guargum Division by the Gujarat Commercial Tax Department against their VAT claim of Rs. 405.19 Crore.

Our Opinion is not modified in respect of the above said matters.

OTHER MATTERS

(i) The standalone financial statement of the Company for the year ended 31st March 2017 were audited by P.D Kunte & Co., Chartered Accountants (Firm registration no. 105479W) who expressed modified opinion dated 30 May 2017.

(ii) We did not audit the financial statements of two branches of Company at Peddapuram and Ampapuram included in the Standalone Financial Statements which reflect total assets of Rs. 40012.81 Lakh as at 31st March 2018 and total revenues of Rs. 41505.16 Lakh for the year ended on that date and net cash outflows of Rs. 549.76 Lakh. The financial statements of these branches have been audited by the branch auditors whose reports have been furnished to us and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the report of the branch auditors.

Our opinion is not modified in respect of above said matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act ("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 and explanations given to us, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. Further to our comment in the Annexure A, as required by Section 143 (3) of the Act, we report that:

a. We have sought and except for matters described in the Basis for Qualified Opinion paragraph above 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. Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above, 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 reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of account and returns received from branches not visited by us;

e. Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid Standalone financial statements comply with Ind AS prescribed under Section 133 of the Act read with relevant rules there under;

f. On the basis of the written representations received from the directors of the Company as on 31st March 2018, and taken on record in the meeting of RP, we report that none of the directors is disqualified as on 31st March 2018 from being appointed as a director in terms of Section 164(2) of the Act;

g. The matters described in the Basis for Qualified Opinion paragraph above, and matters described in paragraphs above under the Emphasis of Matters, in our opinion, may have an adverse effect on the functioning of the Company;

h. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B";

i. The qualifications relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above;

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

i. The Company, as detailed in Note no. 33 to the Standalone financial statements, has disclosed the impact of pending litigations on its financial position.

ii. The Company has made provision as required under applicable law or accounting standard, for material foreseeable losses, if any, on long term contracts including derivative contracts.

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

For Chaturvedi & Shah

Chartered Accountants

Firm Registration No. 101720W

Vijay Napawaliya

Place: Mumbai

Partner

Date: 7th June 2018

Membership No. 109859

"Annexure A" to Independent Auditors'' Report

(Referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of the Ruchi Soya Industries Limited on the Standalone financial statements for the year ended 31st March 2018)

(i) In respect of fixed assets:-

(a) The Company has maintained proper records showing

full particulars, including quantitative details and situation of the fixed assets.

(b) As explained to us, the fixed assets are physically verified by the management during / at the end of the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification as compared with the available records.

(c) In our opinion and according to information and explanations given to us and on the basis of our examination of available records of the Company, the tide deeds of immovable properties are held in the name of the Company except the following :-

(Rs. In Lakh)

Particulars Leasehold Land

Freehold Land

Total

No. of cases

1

3

4

Gross Block as on 31st March 2018

71.55

110.05

181.60

Net Block as on 31st March 2018

—

110.05

110.05

(ii) In respect of its inventories:-

As explained to us, inventories have been physically verified during the year by the management except goods in transit and stocks with third parties. In our opinion the frequency of verification is reasonable. Discrepancies noticed on physical verification of the inventories between the physical inventories and book records were not material, having regard to the size of the operations of the Company and the same have been properly dealt with.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provision of paragraph 3 (iii) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, during the year, the Company has not made any loan, investment and guarantees to any person specified under section 185 and section 186 of the Companies Act, 2013. Therefore, the provisions of paragraph 3(iv) of the Order are not applicable to the Company.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified. During the year, no order 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.

(vi) Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, 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.

(vii) (a) According to the records of the Company and information and explanations given to us, the Company has generally been regular except slight few delays in few cases, in depositing undisputed statutory dues, including provident fund, employees'' state insurance, income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax, cess and any other statutory dues to the appropriate authorities as applicable during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, service-tax, duty of customs, duty of excise, value added tax and goods and service tax, which have not been deposited on account of any dispute except as mentioned below:-

(Rs. In Lakh)

Name of the Statute

Nature of Dues

Amount Disputed

Amount deposited under Protest

Period to which Dispute Relates

Forum where Dispute is Pending

The Central Sales Tax Act, 1956, VAT Act and Local Sales Tax Acts

Vat Tax/Sales Tax/ Entry Tax/Sales Tax Demand and penalty, as applicable

16,220.05

633.63

1999 & 2000-03, 2003-2009, 2010-11 & 2012-18

High Court

77,22.31

606.77

1997,98,1999-2000, 2000-01,2002-2014

Tribunal (CESTAT)

(Rs. In Lakh)

Name of the Statute

Nature of Dues

Amount Disputed

Amount deposited under Protest

Period to which Dispute Relates

Forum where Dispute is Pending

3,290.70

751.46

2001 to 2016

Commissioner Appeals

59,783.67

917.02

1999 to 2018

DC Appeals / Joint Commissioner (Appeals)

525.68

28.97

2002-2006

Settlement Commission

The Central Excise Act, 1944

Excise Duty

454.79 6,910.33

14.89 29.55

2004-05, 2005-06 2001-02 to 2014-15

High Court Tribunal

144.44

2.58

2005-06 to 2014-15

Commissioner (Appeals)

Service Tax under Finance Act, 1994

Service Tax

1,168.36

29.14

2002-03, 2008-09 to 2012-13

Tribunal

227.23

7.8

2006-07 to 2013-14, 2014-15

Commissioner (Appeals)

The Customs Duty Act, 1962

Custom Duty

5,003.43

108.16

2001-02,2002-03, 2003-04 & 2015-16

Supreme Court

5,663.99

92.78

2001-02 to 2004-05 2006-07, 2007-08 and 2015-16

High Court

16,795.90

18.69

1998-99, 2000-2001, 2003-04 to 2006-07 and 2012-13 to 2013-14

Tribunal CESTAT

247.91

2.00

2003-04, 2005-06, 2006-07, 2013-14

Commissioner (Appeals)

1,738.30

556.31

2001-02, 2004-05 & 2009-10

AC Appeals / DC Appeals

The Income Tax Act, 1961

Income Tax

1,944.03

627.92

2007-08 to 2013-14

Commissioner Appeals

50.32

—

2007-08

DC Appeals / Joint Commissioner(Appeals)

57.59

—

2006-07 to 2014-15

Assessment

Total

12,79,49.03

44,27.67

(viii) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank and government as at balance sheet date except as mentioned below. There are no dues to debenture holders as at the balance sheet date.

A, In respect of Term loans from banks:

(Rs. In Lakh)

Particulars

Amount of continuing default as on 31" March 2018

Principal

Interest *

Period of Default

TERM LOAN-STATE BANK INDIA. (CORP-LV)

8,999.62

1,382.29

As per Recall Notice vide dated April 07,2017

TERM LOAN-STATE BANK INDIA-65CR. G''GUM

2,578.66

371.11

As per Recall Notice vide dated April 07,2017

TERM LOAN-STATE BANK OF INDIA (CTL-V )

17,000.00

2,656.78

As per Recall Notice vide dated April 07,2017

TERM LOAN-STATE BANK OF INDIA-60CR

3,531.02

642.43

As per Recall Notice vide dated April 07,2017

ECB-DBS BANK,SINGAPORE (ECB - II & III)

22,177.15

2,074.55

As per Recall Notice vide dated September 23,2016

FCCB-STANDARD CHARTERED BANK -SCB

3,190.27

295.82

As per Recall Notice vide dated January 25,2017

Total

57,476.72

7,422.99

* Interest accrued up to 15th December 2017

B. In respect of Short term loans from various banks:

(Rs. In Lakh)

Particulars

Amount of continuing default as on 31" March 2018

Principal

Interest *

Period of Default

State Bank of India — Group

1,29,732.69

15,275.34

As per Recall Notice vide dated 07.04.2017

Central Bank of India

43,114.83

2,851.25

As per Recall Notice vide dated 05.09.2016

Punjab National Bank

61,749.75

1,184.39

Financial Year 2016-17 to 2017-18

Standard Chartered Bank

35,152.41

—

As per Recall Notice vide dated 25.01.2017

Corporation Bank

45,020.49

5,593.23

As per Recall Notice vide dated 01.07.2017

ICICI Bank Limited

39,090.14

15.38

Financial Year 2015-16 to 2017-18

IDBI

46,497.00

3,529.00

As per Recall Notice vide dated 30.05.2017

Bank of India

30,501.39

4,825.92

As per Recall Notice vide dated 31.07.2017

UCO Bank

29,070.15

5,100.41

As per Recall Notice NPA w.e.f.23.09.2016

Union Bank of India

24,016.46

5,060.88

As per Recall Notice vide dated 11.08.2017

Syndicate Bank

25,785.80

3,013.11

As per Recall Notice vide dated 08.05.2017

Bank of Maharashtra

23,252.67

3,102.69

Financial Year 2015-16 to 2017-18

Axis Bank Limited

24,131.59

1,379.91

As per Recall Notice vide dated 13.11.2017

Bank of Baroda

21,683.54

1,991.16

As per Recall Notice vide dated 25.09.2017

IDFC - Edelweiss ARC

19,303.21

3,863.85

As per Recall Notice vide dated 07.05.2016

Dena Bank

18,877.01

2,672.99

As per Recall Notice NPA w.e.f.31.03.2017

Karur Vysya Bank

8,737.75

42.00

Financial Year 2015-16 to 2017-18

HDFC Bank

13501.51

2,768.40

Financial Year 2013-14 to 2017-18

Oriental Bank of Commerce

12,876.00

1,145.00

As per Recall Notice NPA w.e.f.01.06.2016

Rabo Bank

72,977.30

4,862.68

As per Review Letter vide dated 10.08.2016

DBS Bank - India

2,944.74

269.91

As per Recall Notice vide dated 27.09.2016

ANZ**

19,005.65

713.79

Financial Year 2015-2016 (As per endorsement)

TOTAL

7,47,022.08

69,261.29

* Interest accrued up to 15th December 2017

(Rs In Lakh)

Particulars

Amount of Continuing default as on 31st March 2018

Period of default

IFST Deferral scheme of Government, Tamilnadu

56.87

Outstanding since December 2017 — Monthly payment.

(ix) According to the information and explanations given to us, the Company did not raise any moneys by way of initial public offer, further public offer (including debt instruments) and no term loans was raised during the year. Therefore, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

(x) 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 by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management/ RP. However, we have been informed that Company has received communication dated 10th May 2018 from Serious Fraud Investigation Office, Ministry of Corporate Affairs, New Delhi regarding investigation into the affairs of the Company under section 212 (1) of the Companies Act, 2013.

C. In respect of sales tax deferment:

(xi) In our opinion and according to the information and explanations given to us, the Company has paid or provided managerial remuneration in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule V to the Act.

(xii) As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it the provisions of Clause 3 (xii) of the Order are not applicable to the Company.

(xiii) The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Therefore, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him. Therefore, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934.

For Chaturvedi & Shah

Chartered Accountants

Firm Registration No. 101720W

Vijay Napawaliya

Place: Mumbai

Partner

Date: 7th June 2018

Membership No. 109859

"Annexure B" to the Independent Auditors'' Report

Referred to in paragraph 2(h) under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of the Ruchi Soya Industries Limited on the Standalone financial statements for the year ended 31" March 2018.

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")

We have audited the internal financial controls over financial reporting of Ruchi Soya Industries Limited ("the Company") as of 31st March 2018 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management, directors and RP of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the standalone financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

According to the information and explanations given to us and based on the audit of test of controls, except for strengthening of documentation of policies regarding delegation of authority and access rights to financial records and process of archival of records and periodic review which we are informed that is in process, in our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Chaturvedi & Shah

Chartered Accountants

Firm Registration No. 101720W

Vijay Napawaliya

Place: Mumbai

Partner

Date: 7th June 2018

Membership No. 109859


Mar 31, 2015

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

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

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

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

BASIS OF QUALIFIED OPINION

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

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

BASIS OF DISCLAIMER OF OPINION:

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

OPINION

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

EMPHASIS OF MATTER

Without qualifying our opinion:

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

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

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

OTHER MATTERS

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

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

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

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

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

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

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

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

Annexure to Independent Auditors' Report

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

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

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

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

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

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

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

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

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

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have not observed any continuing failure to correct major weakness in the internal control system.

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

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

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

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

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

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

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

Service Tax under Service Tax 236.81 Finance Act, 1994 11.17

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

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

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

Total 1,23,720.80

Name of the Statute Period to Which Dispute relates

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

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

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

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

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

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

Name of the Statute Forum Where Dispute is Pending

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

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

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

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

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

Other Acts Supreme Court High Court Assessment

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

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

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

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

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

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

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

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


Mar 31, 2014

We have audited the accompanying financial statements of Ruchi Soya Industries Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITORS'' RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

EMPHASIS OF MATTER

Without qualifying our opinion,

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

2. As required under provisions of section 227(3) of the Companies Act, 1956, we report that:

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

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

OTHER MATTERS

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

Annexure to Independent Auditors'' Report

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

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

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

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

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

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

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

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

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

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

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

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

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have not observed any continuing failure to correct major weakness in the internal control system.

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

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

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

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

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

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

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

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

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

Sales Tax Acts Demand and penalty, 9,695.99

as applicable. 4,238.84

3,730.26 529.23

590.90

The Central Excise Act, 1944 Excise Duty 466.22

3,011.41

221.12

2,555.38

Service Tax Under Finance Service Tax 216.09 Act, 1994

9.80

1.55

The Custom Duty Act, 1962 Custom Duty 856.03

657.49

13,141.72

176.97

346.93

The Income Income Tax 45.00 Tax Act, 1961

346.01

112.42

236.02

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

200.98

1,04,641.28

16.34

TOTAL 1,49,768.79

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

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

Sales Tax Acts 1999-00 to 2008-09 Tribunal

1999-00 to 2010-11 Commissioner Appeals

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

2003-04 & 2004-05 Settlement Commission

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

2001-02 to 2012-13 Tribunal

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

2009-10 Assessment

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

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

2008-09 AC Appeals / DC Appeals

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

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

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

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

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

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

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

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

2006-07 to 2008-09 Assessment

Other Acts 2004-05 Supreme Court

2005-06 and 2010-11 High Court

2012-13 and 2013-14 Tribunal

2012-13 Assessment

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITORS'' RESPONSIBILITY

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

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

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

OPINION

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

EMPHASIS OF MATTER

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

2. As required under provisions of section 227(3) of the Companies Act, 1956, we report that:

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

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

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

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

e. On the basis of written representations received from the Directors as on March 31, 2013, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2013, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Act.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have not observed any continuing failure to correct major weakness in the internal control system.

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

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

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

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

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

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

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

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

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

11,574.28

621.19

4,950.29

4.86

561.59

The Central Excise Act, 1944 Excise Duty 441.22

2,354.93

123.49

2,555.38

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

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

1999-00 to 2008-09 Tribunal

1999-00 to 2010-11 Commissioner Appeals

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

2004-05 & 2007-08 Assessment

2003-04 & 2004-05 Settlement Commission

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

2002-03 to 2011-12 Tribunal

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

2009-10 Assessment

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

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

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

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

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

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

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

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

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

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

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

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

For and on behalf of

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

Chartered Accountants

Firm Registration No: 105479W

D.P. Sapre

Place : Mumbai Partner

Date : May 30, 2013 Membership No: 40740


Mar 31, 2012

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

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

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

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

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

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

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

(c) The Balance Sheet, the Statement of Profit and Lossand Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, together with the notes thereon attached thereto, give the information reguired by the Act, in the prescribed manner and in conformity with the accounting principles generally accepted in India give a true and fair view:

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

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

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

Annexure to Auditors' Report

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4,381.94

1,190.61

6,815.58

473.08

The Central Excise Act, Excise Duty 2,996.60 1944

1,961.48

145.13

Service Tax 5.21

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

363.38

208.89

389.17

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

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

1999-00 to 2002-03, Tribunal

2004-05 to 2008-09

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

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

2002-03 to 2004-05 Settlement Commission

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

2001-02 to 2011-12 Tribunal

2004-05 to 2010-11 Commissioner (Appeals)

2002-03 Tribunal

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

2006-07 and 2007-08

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

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

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

and 2004-05 (Appeals)

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

The Income Tax Act, Income Tax 45.00 1961 3.40

52.05

2.95

Other Acts Octroi/ Electricity Duty / 12.25

Local Body Tax 200.76

TOTAL 21,677.89

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

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

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

2009-10 and 2011-12

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

Commissioner (Appeals)

2004-05 to 2009-10 Assessment

2004-05 Supreme Court

2005-06 and 2010-11 High Court

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

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

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

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

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

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

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

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

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

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

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

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

For and on behalf of

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

Chartered Accountants

Firm Registration No: 105479W

D.P. Sapre Place: Mumbai Partner

Date : July 21, 2012 Membership No: 40740


Mar 31, 2011

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

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

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

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

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

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

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

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

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

8. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

- 2006-07 Assessment

3.29 2002-03 & 2004-05 Tribunal

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

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

435.11 Tribunal

2005-06, 2006-07 &

281.70 DC (Appeal

2007-08

369.18 Assessing Officer

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

30.77 2008 to 2010 DCIT

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

5.40 1998-99 Tribunal

201.35 2010-11 District Court

Total 23,096.15

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

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

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

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

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

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

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

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

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

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

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

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

For and on behalf of

P.D Kunte & Co. (Regd.)

Chartered Accountants

Firm Registration No : 105479W

D P. Sapre Place : Mumbai Partner

Date : August 10, 2011 Membership No : 40740


Mar 31, 2010

1. We have audited the attached Balance Sheet of Ruchi Soya Industries Limited (the "Company") as at March 31, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the 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 that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ‘The Companies Act, 195 of India (the "Act") and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Interest income of Rs. 8,103.49 lac (Previous year Rs. 10,873.32 lac) has been netted off against interest expenditure instead of including the same under Other Income. The said disclosure however has no impact on the profit for the year. (Refer Note 25 of Schedule 20).

5. Without qualifying our opinion, attention is drawn to Note 5 of Schedule 20 relating to the Scheme of Amalgamation and Arrangement between Mac Oil Palm Limited and the Company and their respective shareholders sanctioned by the Honble High Court of Mumbai, in pursuance of which :

(i) The Company has transferred Rs. 23,842.29 lac from Securities Premium Account and Rs. 36,157.71 lac from General Reserve to Business Development Reserve.

In terms of the Scheme, as and when deemed fit by the Board, the said Business Development Reserve is available for adjusting various expenses including, any expenses towards marketing, advertisement, sales promotion and/or development of brands and research and development activities, any expenditure incurred in setting up an international company/joint venture of the Company, inter alia, to include set up costs, marketing expenses or interest on acquisition, finance, provision/write off of debtors/current assets/loans and advances, additional depreciation necessitated by revaluation of fixed assets and expenses of amalgamation including expenses of the Transferor Company i.e. Mac Oil Palm Limited, incurred on or after 1st April, 2009, after adjusting for any tax effects, both current and deferred tax thereon.

(ii) An amount of Rs. 5,193.54 lac has been adjusted to General Reserve as per details given below:

Particulars Amount (Rs. in lac)

Bad Debts written off 569.65

Provision for Doubtful Debts 1,433.96

Advances written off 2630.30

Provision for Doubtful Advances 193.42

Expenses on amalgamation 26.12

Additional depreciation on revaluation of fixed assets 1,991.35

6,844.80

Less :

Current Tax and Deferred Tax 1,651.26

TOTAL 5,193.54

(iii) Had the Scheme, approved by the Honble High Court, not prescribed the accounting treatment as described above,

(a) The profit after tax for the year and balance in the profit and loss account for the year would have been lower by Rs. 5,193.54 lac.

(b) Balance in General Reserve and Securities Premium account would have been higher by Rs. 5,193.54 lac & Rs. 23,842.29 lac respectively and

(c) Balance in Business Development Reserve would have been Nil.

However, the aggregate balances in "Reserves and Surplus" as at 31st March, 2010 would have remained the same. 6. Further to our comments in the Annexure referred to in paragraph 3 above, we report that :

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

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

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) Except as mentioned in para 5 above, in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this Report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2010 and taken on record by the Board of Directors, 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 Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon attached thereto give the information required by the Act, except for netting off of interest income against interest expenditure instead of showing it under other income as stated in para 4 above, in the prescribed manner and in conformity with the accounting principles generally accepted in India give a true and fair view:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

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

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

2. (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year.

In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

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

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

3. (a) The Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the

register maintained under Section 301 of the Act. Accordingly, the provisions of sub clause (b) to (d) of clause (iii) of paragraph 4 of the Order are not applicable.

(b) The Company has taken unsecured loans from 4 companies covered in the register maintained under Section 301 of the Act. The maximum amount outstanding at anytime during the year and the year-end balance of such loans aggregates to Rs. 18,282.57 lac and Rs. 249.68 lac respectively.

(c) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

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

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

5. (a) In our opinion based on audit procedures applied by us and according to the information and explanations given

to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

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

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

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

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

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection fund, Employees State Insurance, Income-tax, Wealth tax, Sales tax, Value added tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues as applicable with the appropriate authorities. There are no dues in relation to these undisputed statutory dues outstanding at the year-end for a period exceeding six months from the date they were payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess aggregating to Rs. 20,393.01 lac as at March 31, 2010, which have not been deposited on account of a dispute, are as follows:

Name of the statue Nature of dues Amount disputed (Rs. in lac)

The Central Sales Vat Tax/Sales 424.15 Tax Act/ Local Sales Tax/Entry Tax Tax Acts & VAT Act

The Local Entry 2,182.12 Tax Acts

488.92

4,320.07

1,813.70

3,372.26

The Central Excise Excise Duty 2,859.03 and Salt Act, 1944

1,893.07

59.84

27.01

The Finance Act, Service Tax 11.03 1994 (Service Tax)

The Customs Custom Duty 539.17

Act, 1962

944.22

435.11

281.70

369.18

The Income Tax Income Tax 364.57 Act, 1961

Other Acts Octroi/Electricity 7.86 Duty/ Local Body Tax

Forum where Period to which Name of the statue dispute is pending dispute relate

The Central Sales High Court 2003-04, 04-05, Tax Act/ Local Sales Tax Acts & VAT Act 05-06

The Local Entry Tribunal 1995-96, 1999-2000,

Tax Acts 01-02, 03-04, 05-06, 06-07, 07-08, 08-09

Joint Comm. 2000-01, 04-05,

(Appeal) 05-06, 07-08, 08-09

DC (Appeal) 94-95, 02-03, 04-05

05-06, 06-07, 07-08

Comm. Appeal 1988-89, 02-03

03-04, 04-05

Assessing Officer 2000-01, 02-03

03-04, 04-05

The Central Excise High Court 2004-05

and Salt Act, 1944 Tribunal 2001-02, 02-03,

03-04, 04-05, 06-07

Comm. Appeal 2006-07 & 2007-08

Additional Comm. 2006-07

The Finance Act, Joint Comm. 2008-09

1994 (Service Tax) (Appeal)

The Customs Supreme Court 1996-97 &

Act 1962 2000-2001

High Court 2004-05, 2005-06,

2006-07 & 2007-08

Tribunal

DC (Appeal)

Assessing Officer

The Income Tax Tribunal 1985-86 & 2005-06

Act 1961

Other Acts High Court 2004-05 & 05-06

10. The Company does not have accumulated losses as at March 31, 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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

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

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

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

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

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

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

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

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

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

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

D.P. Sapre Place: Gurgaon Partner Date : August 28, 2010 Membership No. 40740

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