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Auditor Report of Sarda Proteins Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Emphasis of Matters

We draw attention to the matter that Company has sold substantial parts of Fixed Assets and for the same reason company books are showing profit. There was no manufacturing taken place during the current period and company is now working on rented premises. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a manufacturing concern. However, the financial statements of the Company have been prepared on a going concern basis.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanation 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, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

(e) The going concern matter described in the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

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

(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 does not have any pending litigations which would impact its financial position.

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

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

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that:

1. (i) The Company has maintained proper records showing full particulars, quantitative details and situation of fixed assets.

(ii) All the assets have not been physically verified by the management during the year, but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. But during the year land, building and plant and machinery fully disposed off.

2. As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(i) 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 nature of its business.

(ii) In our opinion and according to their information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory.

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

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory and fixed assets, and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 73 and 76 of the Companies Act, 2013 and Rules framed there under are not applicable to the Company.

6. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under sub-section (l) of section 148 of the Companies Act, 2013 in respect of services carried out by the Company.

7. (i) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, employees state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and other material statutory dues as applicable, have been regularly deposited by the Company during the year with the appropriate authority.

According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, customs duty, excise duty and cess were in arrears, as at 31st March 2015 for a period of more than six months from the date they become payable.

(ii) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, wealth tax, customs duty, excise duty and cess that have not been deposited on account of any dispute.

(iii) There is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8 The Company has no accumulated losses as at 31st March 2015.

9 Based on our audit procedures and on the information and explanations given by the management, in our opinion, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

10 According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

11 To the best of our knowledge and belief and according to the information and explanations given to us, the Company has applied the term loans for the purpose for which the loans were obtained.

12 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For Khetawat Agarwal & Co

Chartered Accountants

FRN: 003960C

M.L. AGARWAL

Partner

Membership No. 072854

Place: Alwar

Date: May 27, 2015


Mar 31, 2014

We have audited the accompanying Financial Statements of Sarda Proteins Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and Notes to Financial Statements comprising of 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 Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal controls 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 misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors'' Report) Order, 2003 (''the Order'') issued by the Central Government of India in terms of sub – section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2) As required by 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

e) On the basis of written representations received from the directors as on March31, 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 Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT (Annexure referred to in our report of even date) RE : SARDA PROTEINS LIMITED

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

(b) The Company has a phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Management has physically verified certain fixed assets during the year. There were no discrepancies noticed on such verification between the physical balances and fixed assets records.

(c) Fixed assets disposed off during the year were not substantial.

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

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

(c) 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 and have been properly dealt with in the books of account.

3. (a) As informed, the Company has not granted any loan, secured or unsecured, to Companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) As informed, the company has not taken any loan, secured or unsecured, from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(c) Since there are no such loans, the comments regarding terms & conditions, repayment of the principal amount & interest thereon and overdue amount are not required.

4. In our opinion and according to the information and explanations given to us during the course of audit, there are adequate internal control systems commensurate with size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books & records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control systems.

5. (a) Based upon the audit procedures applied by us and according to the information and explanations given to us, there are no particulars of contracts or arrangements which are required to be entered into the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Companies Act,1956 and aggregating during the year to Rupees five lakhs or more in respect of each party.

6. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act including the Companies (Acceptance of Deposit) Rules, 1975.

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

8. The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Custom Duty, Excise Duty, Cess and other material statutory dues wherever applicable have been generally regularly deposited with the appropriate authorities during the year and there are no undisputed statutory dues outstanding as on the date of Balance Sheet for a period exceeding six months from the date they became payable.

(b) According to the information & explanations given to us and as per the books and records examined by us, there are no dues of Income Tax, Custom duty, Wealth Tax, Service tax, Sales tax, Excise duty and Cess which have not been deposited on account of any dispute.

10. The Company has accumulated losses, which are not in excess of fifty percent of its net worth. The company has incurred cash losses during the current financial year. However, the company has incurred cash losses during the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the Company has not defaulted in repayment of dues to any financial institution or bank.

12. According to the information and explanations given to us, 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 Company does not fall within the category of Chit fund / Nidhi / Mutual Benefit fund / Society and hence the related reporting requirements of the Order are not applicable.

14. In respect of the Company''s dealing in shares and other investments, proper record has been made of the transactions & contracts and timely entries have been made therein. All the investments are held by the company in its own name.

15. The company has not given any guarantee for loan taken by others from bank or financial institution.

16. According to the information & explanations given to us, the Company has not taken any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of balance sheet of the company, the funds raised on short term basis have not been applied for long term investments.

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 Companies Act, 1956.

19. According to the information and explanations given to us, the Company has not issued any debentures nor has any outstanding debentures.

20. The Company has not raised any money by way of public issues 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, we have neither come across any instance of fraud on or by the Company, noticed and reported during the year, nor have we been informed of such case by the management.

For KHETAWAT AGARWAL & Co. Chartered Accountants FRN : 03960C M.L.AGARWAL Place: Alwar Partner Date : May 28,2014 Membership No : 072854


Mar 31, 2012

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

2. We conducted our audit in accordance with auditing standards generally accepted in India Those Standards require that we pjan 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 cur 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 (collectively the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

f) Without qualifying our opinion, attention is invited to note no. 8 of Schedule XIII wherein the company has not provided for diminution in the value of investment in the equity shares of a company for the reasons explained therein.

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the Accounting policies and Notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

I., the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

II. In the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT

(Annexure referred to In our report of even date)

RE : SARDA PROTEINS LIMITED

1. (a) The .Company has maintained proper records showing full particulars, including quantitative details ' and situation of fixed assets.

(b) The Company has a phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Management has physically verified certain fixed assets during the year. There were no discrepancies noticed on such verification between the physical balances and fixed assets records.

(c) Fixed assets disposed off during the year were not substantial.

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

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

(c) 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 and have been properly dealt 'with in the books of account.

3. (a) As informed, the Company has not granted any loan, secured or unsecured, to Companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) As informed, the company has not taken any loan, secured or unsecured, from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(c) Since there are no such loans, the comments regarding terms & conditions, repayment of the principal amount & interest thereon and overdue amount are not required.

4. In our opinion and according to the information and explanations given to us during the course of audit, there are adequate internal control systems commensurate with size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books & records of the Company, carried out in accordance with the generally accepted auditing practices In India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control systems.

5. (a) Based upon the audit procedures applied by us and according to the information and explanations given to us, there are no particulars of contracts or arrangements which are required to be entered into the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rupees five lakhs or more in respect of each party.

6. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act including the Companies (Acceptance of Deposit) Rules, 1975. "

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

8. The Central Government has not prescribed the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, income-tax, Sales-tax, Wealth-tax, Service tax, Custom Duty, Excise Duty, Cess and other material statutory dues wherever applicable have been generally regularly deposited with the appropriate authorities during the year and there are no undisputed statutory dues outstanding as on the date of Balance Sheet for a period exceeding six months from the date they became payable.

(b) According to the information & explanations given to us and as per the books and records examined by us, there are no dues of Income Tax, Custom duty, Wealth Tax, Service tax. Sales tax, Excise duty and Cess which have not been deposited on account of any dispute.

10. There are no accumulated losses as at the end of the financial year. The company has not incurred cash losses during the current financial year. However, the Company had incurred cash losses in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the Company has not defaulted in repayment of dues to any financial institution or bank.

12. According to the information and explanations given to us, 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 Company does not fall within the category of Chit fund / Nidhi / Mutual Benefit fund / Society and hence the related reporting requirements of the Order are not applicable.

14. In respect of the Company's dealing in shares and other investments, proper record has been made of the transactions & contracts and timely entries have been made therein. All the investments are held by the company in its own name.

15. The company has not given any guarantee for loan taken by others from bank or financial institution.

16. According to the information & explanations given to us, the Company has not taken any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of balance sheet of the company, the funds raised on short term basis have not been applied for long term investments.

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 Companies Act, 1956.

19. The Company has not issued any debentures during the year nor are there any outstanding debentures.

20. The Company has not raised any money by way of public issues 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, we have neither come across any instance of fraud on or by the Company, noticed and reported during the year, nor have we been informed of such case by the management.



For S.S. KOTHARI MEHTA & Co.

Chartered Accountants

FRN: 000756N

Place: New Delhi Kamal Klshore

Date : August 16, 2012 Partner

Membership No : 078017


Mar 31, 2010

1. We have audited the attached Balance Sheet of Sarda Proteins Limited as at 31st March, 2010 and also the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date, an- nexed thereto.

These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. These 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 finan- cial 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 (collectively the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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 ap- pears from our examination of those books;

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

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

e) On the basis of information & explanations received from the management and further the written repre- sentations received from directors of the company as on31 March, 2010,and taken on record by the Board, none of the directors of the company are disqualified as on 31 March, 2010 from being appointed as a di- rector in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

f) Without qualifying our opinion, attention is invited to note no.9 of Schedule Xii! wherein the company has not provided for diminution in the value of investment in the equity shares of a company for the reasons explained therein.

g) In our opininon and to the best of our information and according to the explanations given to us, the said accounts read with the Accounting policies and Notes thereon, give the information required by the Compa- nies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i) In the case of Balance Sheet, of the state ot affairs of the Company as at 31 March, 2010:

ii) In the case of Profit and Loss Account, of the profit for the year ended an that date: arid

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



ANNEXURE TO AUDITORS REPORT



(Annexure referred to in our report of even date)

1. (a) The Company has maintained proper records

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

(b) The Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Management has physically verified certain fixed assets during the year, There were no discrepancies noticed on such verification between the physical balances and fixed assets records.

(c) No substantial pari of fixed assets have been dis- posed off during the year.

2. (a) The inventory has been physically verified by the man- agement during the year In our opinion, the frequency of such verification is reasonable.

(b) The procedures for the physical verification of inven- tory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and nature of its business

(c) 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 and have been properly dealt with in the books of account.

3. (a) The Company has not granted any loan, secured or unsecured, to Companies, firms and other parties cov- ered in the register maintained under section 301 of the Companies Act, 1956.

(b) The company has not taken any loan, secured or unsecured, from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(c) Since there are no such loans, the comments regarding terms and conditions, repayment of the principal amount & interest thereon and overdue amount are not required.

4. In our opinion, and according to the information and explanations given to us during the course of audit, there are adequate interna! control systems commen- surate with size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books & records of the company, carried out in accordance with the gener- ally accepted auditing practices in India, we have nei- ther come across nor have we been informed of any instance of major weaknesses in the aforesaid inter- nal control systems.

5. (a) Based upon the audit procedures applied by us and ac- cording to the information and explanations given to us, there are no particulars of contracts or arrangements which are required to be entered into the register main- tained under section 301 of the Companies Act, 1956.

(b) in our opinion, and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Act and aggregating during the year to Rupees five lakhs or more in respect of each party.

6. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 or any other relevant provi- sions of the Act including the Companies (Acceptance of Deposit) Rules, 1975.

7. In our opinion, the Company has an interna! audit sys- tem commensurate with the size & nature of its busi- ness.

8. The Central Government has not prescribed the main- tenance of cost records under section 209(1 )(d) of the Companies Act, 1956 for any of the products of the Company.

9 (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Custom Duty, Excise Duty, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities during the year and there are no undisputed statutory dues outstanding as on the date of Balance Sheet for a period exceeding six months from the date they became payable.

(b) According to the information & explanations given to us and as per the books and records examined by us, there are no dues of Income Tax, Custom duty, Wealth Tax, Service tax, Sales tax, Excise duty and Cess which have not been deposited on account of any dispute.

10. There are no accumulated losses as at the end of the financial year. The company has not incurred any cash losses during the financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the Company has not defaulted in repayment of dues to any financial institution or bank.

12. According to the information and explanations given to us, the Company has not granted any loans and ad- vances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company does not fall within the category of Chit fund / Nidhi / Mutual Benefit fund / Society and hence the related reporting requirements are not applicable.

14. In respect of the Companys dealing in shares and other investments, proper record has been made of the trans- actions & contracts and timely entries have been made therein. The investments are held by the company in its own name.

15. The company has not given any guarantee for loan taken by others from bank or financial institution.

16. According to the information & explanations given to us, the company has not taken any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of balance sheet of the company, the funds raised on short term basis have not been applied for long term investments.

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 Companies Act, 1956.

19. The Company has not issued any debentures during the year nor are there any outstanding debentures.

20. The Company has not raised any money by way of pub- lic issues 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, we have neither come across any instance of fraud on or by the Company, noticed and reported during the year, nor have we been informed of such case by the manage- ment.

For S.S. KOTHARI MEHTA & CO.

Chartered Accountants

(Firm Reg. No. 000756N)

Place: New Delhi (ARUN K. TULSIAN)

Dated: 31st Aug. 2010 Partner

M. No. 89907


Mar 31, 2009

1. We have audited the attached Balance Sheet of Sarda Proteins Limited as at 319 March, 2009 and also the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto.

These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. These 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 finan- cial 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 (collectively the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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 ap- pears from our examination of those books;

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

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

e) On the basis of information & explanations received from the management and further the written repre- sentations received from directors of the company as onSI5* March, 2009,and taken on record by the Board, none of the directors of the company are disqualified as on 31 March, 2009 from being appointed as a di- rector in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

f) Without qualifying our opinion, attention is invited to note no. 8 of Schedule XII wherein the company has not provided for diminution in the value of investment in the equity shares of a company for the reasons explained therein.

g) In our opininon and to the best of our information and according to the explanations given to us, the said accounts read with the Accounting policies and Notes thereon, give the information required by the Compa- nies Act, 1956 in the manner so required and.give a true and fair view in conformity with the accounting principles generally accepted in India.

i) In the case of Balance Sheet^ of the state of affairs of the Company as at 31 March, 2009;

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

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

ANNEXURE TO AUDITORSREPORT (Annexure referred to in our report of even date)

1. (a) The Company has maintained proper records ;

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

(b) The Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Management has physically verified certain fixed assets during the year. There were no discrepancies noticed on such verification between the physical balances and fixed assets records.

(c) No substantial part of fixed assets have been dis- posed off during the year.

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

(b) The procedures for the physical verification of inven- tory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and nature of its business.

(c) 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 and have been properly dealt with in the books of account.

3 (a) toe Company has not granted any loan, secured or unsecured, to Companies, firms and other parties cov- ered in the register maintained under section 301 of the Companies Act, 1956.

(b) The company has not taken any loan,- secured or unsecured, from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(c) Since there are no such loans, the comments regarding terms and conditions, repayment of the principal amount & interest thereon and overdue amount are not required.

4. In our opinion, and according to the information and explanations given to us during the course of audit, there are adequate internal control systems commen- ¦ surate with size of the Company arid the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books & records of the company, carried out in accordance with the gener- ally accepted auditing practices in India, we have nei- ther come across nor have we been informed of any instance of major weaknesses in the aforesaid inter- nal control systems.

5. (a) Based upon the audit procedures applied by us and ac cording to the information and explanations given to us, there are no particulars of contracts or arrangements which are required to be entered into the register main- tained under section 301 of the Companies Act, 1956.

(b) In our opinion, and according to the information and explanations given to us, there are no transactions made iri pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Act and aggregating during the year to Rupees five lakhs or more in respect of each party.

6. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 or any other relevant provi- sions of the Act including the Companies (Acceptance of Deposit) Rules, 1975.

7. In our opinion, the Company has an internal audit sys- tem commensurate with the size & nature of its busi- ness.

8 The Central Government has not prescribed the main- tenance of cost records under section 209(1 )(d) of the Companies Act, 1956 for any of the products of the Company.

9 (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Custom Duty, Excise Duty, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities during the year and there are no undisputed statutory dues outstanding as on the date of Balance Sheet for a period exceeding six months from the date they became payable.

(b) According to the information & explanations given to us and as per the books and records examined by us, there are no dues of Income Tax, Custom duty, Wealth Tax, Service tax, Sales tax, Excise duty and Cess which have not been deposited on account of any dispute.

10. There are no accumulated losses as at the end of the financial year. The company has not incurred any cash losses during the financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the Company has not defaulted in repayment of dues to any financial institution or bank.

12. According to the information and explanations given to us, the Company has not granted any loans and ad- vances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company does not fall within the category of Chit fund / Nidhi / Mutual. Benefit fund /Society and hence the related reporting requirements are not applicable.

14. In respect of the Companys dealing in shares and other investments, proper record has been made of the trans- actions & contracts and timely entries have been made therein. The investments are held by the company in its own name.

15. The company has not given any guarantee for loan taken by others from bank or financial institution.

16. According to the information & explanations given to us, the company has not taken any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of balance sheet of the company, the funds raised on short term basis have not been applied for long term investments.

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 Companies Act, 1956.

19. The Company has not issued any debentures during the year nor are there any outstanding debentures.

20. The Company has not raised any money by way of pub- lic issues 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, we have neither come across any instance of fraud on or by the Company, noticed and reported during the year, nor have we been informed of such case by the management.



For S.S. KOTHARI MEHTA & CO.

Chartered Accountants

Place : New Delhi Arun K. Tulsian

Dated : 29th Aug. 2009 Partner

M. No. 89907


Mar 31, 2004

We have audited the attached Balance Sheet of Sarda Proteins Limited as at 31st March, 2004 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto.

These financial statements are the responsibility of the Companys management. Our responsibility is to express an opnion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. These Standards re- quire 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 statement. An audit includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We belive that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

a) We have obtained all the information and explanations which,to the best of our knowledge and belief, were necessary for the 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,Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit & Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section(3C)of Section211 of the Companies Act. 1956.

e) On the basis of information & explanations received from the management and further the written representations received from directors of the company as on 31st March, 2004 and taken on record by the board, none of the directors of the company are disqualified as on 31 st March 2004 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with Accounting Policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) In the case of Balance Sheet, of the State of Affairs of the company at 31 st. March, 2004;

ii) In the case of Profit & Loss Account, of the Loss for year ended on that date; and

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

ANNEXURE TO THE AUDITORSS REPORT

1) a) The company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets.

b) The Company has a phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Management has physically verified certain fixed assets during the year. There were no discrepancies noticed on such verification between the physicial balances and fixed assets records.

c) Fixed assets disposed off during the year were not substantial and, therefore, do not affect the going concern assumption.

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

b) The procedures for the physical verification ofinventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification ofinventory as compared to book records were not material and have been properly dealt with in the books of account.

3) a) The company has neither granted nor taken any loan, secured or unsecured, to/ from Companies, firms and other parties covered in the register maintained under section 301 of the Companies Act 1956.

b) Since there are no such loans, the comments regarding terms and conditions repayment of the principal amount & interest thereon and overdue amount are not required

4. In our opinion, and according to the information and explanations given to us during the course of audit there are adequate internal control procedures commensurate with size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of

goods. Further, on the basis of our examination of the books & records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come acrosss nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

5. a) Based upon the audit procedures applied by us and according to the infomation and explanations given to us, there are no transactions which are required to be entered into the register maintained under section 301 of the Companies Act., 1956.

(b) In our opinion, and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Act and aggregating during the year to Rupees five lakhs or more in respect of each party.

6. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

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

8. The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

9. a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income- tax, Sales-tax, Wealth-tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities during the year and there are no undisputed statutory dues outstanding as on the date of Balance Sheet for a period exceeding six months from the date they become payable.

b) According to the information & explanations given to us and as per the books and records examined by us, there are no dues of Income Tax, Custom Tax, Wealth Tax, Excise duty and Cess which have not been deposited on account of any dispute, except the folloing in respect of Sales Tax along with the forum where dispute is pending.

Name of Nature of Amount Forum Amount Year to the Statute dues (Rs. in where deposited which thoushand) dispute (Rs. in relates is pending lacs.)

State Local 3.6 CTO, Nil 2001-02 Sales Sales Tax Bhiwadi Tax Act

10. The accumulated losses as at the end of the financial year are well below fifty percent of the networth, however, the company has incurred cash losses in the current financial year. There were no cash losses in the immediately preceding financial year.

11. According to the information and expxlanations given to us and as per the books and records examined by us, the Company has not defaulted in repayment of dues to any financial institution or bank.

12. According to the information and explanations given to us, 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 Company does not fall within the category of Chit fund / Nidhi Mutual Benefit fund / Society and hence the related reporting requirements are not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and otheer investments and hence the related eporting requirements are not applicable.

15. The company has not given any guarantee for loan taken by others from bank or financial institution.

16. The company has not taken any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of balance sheet of the company, the funds raised on short term basis have not been applied for long term investments. Long term funds have been party applied for financing core working capital in consonance with principles of sound financial management.

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 Companies Act, 1956.

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

20. The Company has not raised any money by way of public issues 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, we have neither come across any instance of fraud on or by the Company, noticed and reported during the year, nor have we been informed of such case by the management.

For S.S. Kothari Mehta & Co. Chartered Accountants

Arun K. Tulsian Partner M.No. 89907

Place : New Delhi Dated : 30th June, 2004


Mar 31, 2003

We have audited the attached Balance Sheet of Sarda Proteins Limited as at 31st March, 2003 and also the Profit and Loss Account for the year ended on that date, annexed thereto and the cash flow statement for the period ended on that date. 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. We conducted our audit in accordance with auditing standards generally accepted in India. Those stand- ards require that we plan and perform the audit to obtain reasonable assurance about whether the fi- nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts 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 rea- sonable basis for our opinion. As required by the Manufacturing and Other Compa- nies (AuditorsReport) Order, 1988 issued by the Cen- tral Government of India in terms of sub-section (4A) of section 227 of the Companies Act,1956, we en- close in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to above, we report that:

a)We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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 it appears from our examination of the books.

c) The Balance Sheet and Profit & Loss Account are in agreement with the books of Accounts.

d) In our opinion, the Balance Sheet and Profit & Loss account comply with the mandatory accounting standards referred to in section 211(3C) of the Companies Act. 1956.

e)We have relied on the certificate of management in respect of project expenses & capital advances of Rs.16.83 lacs carried forward as capital work in progress considering them to be viable projects, since the same is a technical matter.

f) On the basis of information and explanations received from the management, none of the

director of the company are. disqualified as on 31st March 2003 from being appointed director of the company in clause (g) of Sub-Section (1) of section 274 of the Companies Act, 1956.

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Accounting Policies and notes there on give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) In case of Balance sheet, of the State of Affairs of the company at 31st. March, 2003 and

ii) ln case of Profit & Loss Account, of the Profit of the company for the year ended on that date.

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

ANNEXURE TO THE AUDITORSS REPORT

(Referred to in our report of even date on the accounts of SARDA PROTEINS LIMITED for the ended 31st March, 2003)

1) The company is maintaining record showing full particulars, including quantitative details and situa- tion of Fixed Assets, Physical verification of these Assets had been conducted by management once during the year which in our opinion is a reasonable interval. No serious discrepancy was noticed on such verification compared with book records.

2. None of the Fixes Assets have revalued during the year.

3. As explained to us, the stocks of finished goods, stores, spare parts and raw material were physically verified during the year which in our opinion was within a reasonable interval.

4. In our opinion the procedures of physical verification of stocks followed by management were reasonable and adequate in relation to the size of the company and the nature of its business.

5. The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been suitably adjusted in book.

6. In our opinion and on the basis of our examination of stocks, the valuation is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in earlier years.

7. The Company has not taken any loans from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956 as per sub-section (6) of Section 370 of the Companies Act 1956. the provisions of the said section are not applicable to the Company after the commencement of the Companies (amendment) Act, 1999 w.e.f. 31.10.1998.

8. The company has not given any loans to Companies, firms of other parties listed in the register maintained under section 301 of the companies act, 1956 as per sub-section (6) of Section 370 of the Companies Act 1956. The provisions of the said section are not applicable to the Company after the commencement of the Companies (amendment) act 1999, w.e.f. 31.10.1998.

9. Loans and advances in the nature of loans have been given to the employees of the company and to other parties, They are generally repaying the principal amounts as per stipulations, wherever made and are also regular in payment of the interest, wherever applicable.

10. In our opinion and according to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for the sale of goods.

11. In our opinion and according to the information explanations given to us, no transactions of purchase of goods and materials and sale of goods, materials and services aggregating during the year to Rs. 50,000/- of more in respect of each party, have been made in pursuance of contracts or arrangements required to be entered in register maintained under section 301 of the Companies Act, 1956.

12. As per the information and explanations given to us, the company has a regular procedure for

determination of unservicable or damaged stores, raw materials and finished goods and provision for loss, wherever necessary, has been made in books.

13. The company has not accepted any deposits from public as defined under section 58-A of the Compa- nies Act, 1956 and rules framed thereunder.

14. In our opinion and according to information and explanations given to us, the company is main- taining reasonable records for the sale and disposal of realisable scrap and by-products.

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

16. The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for any of the products of the company.

17. The company has been generally regular in depositing Employees Provident Fund and Employees State Insurance dues with appropriate authorities during the year.

18. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax and Excise Duty outstanding at the year end for a period of more than six months, from the date they became payable.

19. According to the information and explanations given to us, no personal expenses have been charged to revenue account other than those payable under the contractual obligations or in accordance with generally accepted business practices.

20. The company is not a sick industrial company within the meaning of clause (O) of sub-section (1) of section 3 of Sick Industrial Companies (Special Provisions) Act, 1985.

For S.S.Kothari & Co. Chartered Accountants

Arun K. Tulsian Partner

Place : New Delhi Dated : 30th June, 2003


Mar 31, 2002

We have audited the attached Balance Sheet of Sarda Proteins Limited as at 31st March, 2002 and also the Profit and Loss Account for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our re- sponsibility is to express an opinion on thses financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those stand- ards require that we plan and perform the audit to ob- tain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence support- ing the amounts the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presenta- tion. We believe that our audit provides a reasonable basis for our opinion.

As required by the Manufacturing and Other Compa- nies (AuditorsReport)Order,1988 issued by the Cen- tral Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

a)We have obtained all the information and explanations which,to the best of our knowledge and belief,were necessary for the 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 it appears from our examination of the books.

c) The Balance Sheet and Profit & Loss Account are in agreement with the books of Accounts.

d) In our opinion,the Balance Sheet and Profit & Loss account comply with the mandatory accounting standards referred to in section 211(3C) of the Companies Act. 1956.

e) We have relied on the certificate of management in respect of project expenses & capital advances of Rs.18.33 lacs carried forward as capital work in progress considering them to be viable projects, since the same is a technical matter.

f) On the basis of information and explantations received from the management,none of the director

of the company are. disqualified as on 31st March 2002 from being appointed director of the company in clause (g) of Sub-Section (1) of section 274 of the Companies Act, 1956.

g) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Accounting Policies and notes there on give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) In case of Balance sheet, of the State of Affairs of the company at 31st. March, 2002 and

ii) in case of Profit & Loss Account, of the Loss of the company for the year ended on that date.

ANNEXURE TO THE AUDITORSS REPORT

(Referred to in our report of even date on the accounts of SARDA PROTEINS LIMITED for the ended 31st March, 2002)

1) The company is maintaining record showing full particulars,including quantitative details and situation of Fixed Assets,Physical verification of these Assets had been conducted by management once during the year which in our opinion is a reasonable interval. No serious discrepancy was noticed on such verification compared with book records.

2. None of the Fixes Assets have revalued during the year.

3. As explained to us, the stocks of finished goods, stores, spare parts and raw material were physically verified during the year which in our opinion was within a reasonable interval.

4. In our opinion the procedures of physical verification of stocks followed by management were reasonable and adequate in relation to the size of the company and the nature of its business.

5. The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been suitably adjusted in book.

6. In our opinion and on the basis of our examination of stocks, the valuation is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in earlier years.

7. The Company has not taken any loans from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956 as per sub-section (6) of Section 370 of the Companies Act 1956. the provisions of the said section are not applicable to the Company after the commencement of the Companies (amendment) Act, 1999 w.e.f. 31.10.1998.

8. The company has not given any loans to Companies, firms of other parties listed in the register maintained under section 301 of the companies act, 1956 as per sub-section(6) of Section 370 of the Companies Act 1956. The provisions of the said section are not applicable to the Company after the commencement of the Companies (amendment) act 1999, w.e.f. 31.10.1998.

9. Loans and advances in the nature of loans have been given to the employees of the company and to other parties, They are generally repaying the principal amounts as per stipulations, wherever made and are also regular in payment of the interest, wherever applicable.

10. In our opinion and according to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, plant and machinery,equipment and other assets and for the sale of goods.

11. In our opinion and according to the information explanations given to us, no transactions of purchase of goods and materials and sale of goods,materials and services aggregating during the year to Rs. 50,000/- of more in respect of each party, have been made in pursuance of contracts or arrangements required to be entered in register maintained under section 301 of the Companies Act, 1956.

12. As per the information and explanations given to us, the company has a regular procedure for determination of unserviceable or damaged stores,

raw materials and finished goods and provision for loss, wherever necessary, has been made in books.

13. The company has not accepted any deposits from public as defined under section 58-A of the Compa- nies Act, 1956 and rules framed thereunder.

14. In our opinion and accoring to information and explanations given to us,the company is maintaining reasonable records for the sale and disposal of realisable scrap and by-products.

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

16. The Central Goverment has not prescribed the maintanance of cost records under section 209 (1) (d) of the Companies Act, 1956 for any of the products of the company.

17.The company has been generally regular in depositing employees provident fund and employees state insurance dues with appropriate authorities during the year.

18. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax and Excise Duty outstanding at the year end for a period of more than six months from the date they became payable.

19. According to the information and explanations given to us,no personal expenses have been charged to revenue account other than those payable under the contractual obligations or in accordance with generally accepted business practices.

20. The company is not a sick industrial company within the meaning of clause (O) of sub-section (1) of section 3 of Sick Industrial Companies (Special Provisions) Act, 1985.

For S.S. Kothari & Co. Chartered Accountants

Arun K. Tulsian Partner

Dated : 22nd June, 2002 Place : New Delhi

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