1) We have audited the attached Balance sheet of PREMIER PROTEINS
LIMITED, DEWAS as at 31st March, 2012 and the relative Profit & Loss
Account & Cash Flow Statement for the year ended on that date, which
we have signed under reference to this report. These financial
statements are the responsibility of the management of the Company.
Our responsibility is to express an opinion on these financial
statements based on our audit.
2) We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material mis-statement. An audit
includes, examining on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall presentation of the
financial statements. We believe that our audit provides a reasonable
basis for our opinion.
3) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of
4) In our opinion, proper books of account as required by law have been
kept by the company so far as appears from our examination of these
5) The Balance Sheet and Profit and Loss Account & Cash Flow Statement
dealt with by this report are in agreement with the books of account.
6) In our opinion, the Balance Sheet and the Profit & Loss A/ c & Cash
Flow Statement dealt by this report are in compliance with the
Accounting Standards referred in Section 211 (3c) of the Companies
7) On the basis of written representation received from all the
Directors of the Company as on 31.3.12 and the information and
explanation as made available, we report that none of the Directors of
the Company prima facie have any disqualification as referred to in
Clause (g) of Subjection (1) of the Section 274 of the Companies Act,
8) In our opinion and to the best of our information and according to
explanations given to us the said accounts read together with and
subject to :
(i) Note No.9 regarding transfer of Fund to Investors Education
(ii) Note No.29 (a)&(b) in respect of Accounting of Employees benefits
as per revised AS-15 to some extent only.
(iii) Note No.34 regarding contingent liabilities in respect of non
provision of demand of Commercial Tax of Rs. 31,55,443/- We further
report that considering item mentioned at (i)to (iii) above the effect
of which is not there and read together with other Notes thereon give
the information required by the Companies Act, 1956 in the manner so
required and give a true and fair view, in confirmity with the
accounting principles generally accepted in India:
a) In the case of Balance Sheet, of the state of affairs of the Company
as at 31st March 2012 and
b) In the case of Profit & Loss A/c, of the Loss of the Company for the
year ended on that date.
c) In the case of Cash Flow Statement, of the Cash Flow for the yekr
ended on that date.
9) As required by the Companies (Auditors'' Report) Order, 2003 issued
by the Central Government of India in terms of sub- section (4A) of
section 227 of the Companies Act, 1956, we further report that
i. The nature of the Company''s business/activities during the year was
such that clause (xii), (xiii) and (xiv) of the paragraph 4 of the
Companies (Auditors Report) Order 2003 are not applicable to the
ii. (a) The Company is maintaining proper records showing fall
particulars, including quantity wise details and unitwise situation of
(b) Physical verification of fixed assets was carried out during the
year in accordance with the Company''s policy. In our opinion the
frequency of verification is at reasonable intervals. No material
discrepancies between the book records and the physical inventory were
(c) During the year, in our opinion, a substantial part of fixed assets
has not been disposed off by the Company.
iii. (a) The inventory of the Company has been physically verified by
the management during the year and at the year end. 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 were found 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 records of inventory, in our
opinion, the Company has maintained proper records of inventory and
discrepancies noticed on physical verification between the physical
stocks and the book records were not material in relation, to the
operations of the Company.
iv. (a) In our opinion and according to the information and
explanations given to us, the Company has taken loans during the year
from one party listed in the Register maintained under section 301 of
the Companies Act, 1956, The outstanding balance as on 31.03.12 was Rs.
77506133/- and the maximum balance outstanding was Rs.77541133/- .
(b) The terms & condition of such loan was not prejudicial to the
interest of the Company.
( c) In our opinion and according to the explanation given to us the
Company is regular in paying the principal and interest is stipulated.
(d) In our opinion and according to the information and explanations
given to us, the Company has not granted any loans to parties listed in
the Register maintained under section 301 of the Companies Act, 1956,
hence, sub clause (iii) (b), (c) and (d) of the order are not
applicable in respect of loan granted.
v. According to the information and explanations given to us, there is
an adequate internal control procedure commensurate with the size of
the Company and nature of its business, for purchase of raw materials,
stores, components, plant & machinery, equipment and other assets.
vi. (a) Based on the Audit Procedure applied by us and as per the
information and explanations given to us the particulars of Contacts or
arrangements referred to in Section 301 of the Act are entered in the
register maintained under that section.
(b) in our opinion and according to the information and explanations
given to us, the Company has not purchased any stores, raw materials or
components from subsidiaries, firms or Companies or other parties in
which Directors are interested as listed in the register maintained
under section 301 of the Companies Act, 1956 except sales and purchases
were made from companies in which Directors are interested as listed in
the register maintained under section 301of the Companies Act, 1956 at
prices, rates which are reasonable having regard to prevailing market
prices of such goods.
vii. The Company has not accepted any deposit from public as defined in
section 58-A of the Companies Act,1956 and the rules framed there under
except Inter Corporate Deposit from Body Corporate. Ne order has been
passed by Company Law Board ,National Company Law Tribunal or any Court
during the year.
viii. In our opinion, the internal audit system is reasonably
commensurate with the size and nature of the business of the Company.
ix. Cost records under section 209(1)(d) of the Companies Act are not
required to be maintained by the Company.
x. (a) The Company is regular in depositing Provident Fund dues and
Employees State Insurance dues with appropriate authorities.
(b) According to the information''s and explanation given to us, no
undisputed amount payable in respect of Income Tax, Custom duty and
Excise Duty as on 31/03/12 were outstanding for a period of more than
six months. However, Sales Tax and Entry Tax of Rs. 12657869/- for
earlier years due for payment for more than six months.
(c) As at 31/03/12, according to records of the Company and the
information and explanations given to us, the following are the
particulars of dues on account of Income Tax, Excise Duty and Cess,
Sales Tax, Custom Duty and Wealth Tax matters that have not been
deposited on account of any dispute:
of the Nature of Amount Forum where
No.Statute Dues Pending
Tax Sales Tax 31,55,443/- Commissioner
Levies & Entry Tax
Demand of Sales tax
xi (a) In our opinion the Company''s accumulated losses as on 31/03/12
exceeds its net worth and it has incurred cash Loss during the
financial year ended on that date and incurred cash profit in the
immediate preceding financial year.
(b) According to the information provided by the Company, the Company
is a Sick Industrial Company , within the meaning of section 3(1)(o) of
the Sick Industrial Companies (Special Provision) Act, 1985 and duly
registered with BIFR.
xii. The Company has repaid its dues outstanding to Bank during the
year and there is no outstanding as on 31/03/ 2012.
xiii. According to the information and explanations given to us, the
Company has given guarantee during the year for purchase of materials
and the terms and conditions of such guarantee are not prejudicial to
xiv. In our opinion and according to the information and explanations
given to us, the Company has not taken any term loan during the year.
xv. Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company, in our
opinion, the funds raised on short term basis have prima facie been
used for short term purpose only.
xvi. During the year the Company has not made preferential allotment of
Shares to parties and Companies covered in the Register maintained
under section 301 of the Companies Act, 1956.
xvii. In our opinion and according to the information and explanations
given to us, the Company has not issued any debentures during the year.
xviii. The Company has not raised any money by public issue during the
xix. According to the information and explanation given to us, during
The year, no fraud on or by the Company has been noticed or reported.
For : M/s.M.MEHTA & Co.
(Firm Reg. No. 000957C)
DATE : 31.05.2012 CA : P.R. BANDI
PLACE : INDORE PARTNER