1.  We have audited the attached Balance Sheet of RASOYA PROTEINS
 LIMITED (the company) as at 31st March, 2012, the Statement of Profit
 and 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 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 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 (Auditor''s Report) Order, 2003, as
 amended, issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, and on the
 basis of such checks of the books of records of the company 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 the paragraphs 4 and 5 of the said order.
 
 4.  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 accounts as required by law, have
 been kept by the Company, so far as appears from our examination of the
 books;
 
 c) In our opinion the Balance Sheet, Statement of Profit and Loss and
 Cash Flow Statement dealt with by this report are in agreement with the
 books of accounts maintained by the Company;
 
 d) In our opinion the Balance Sheet, Statement of Profit & Loss and
 Cash Flow Statement referred to in 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 written representations received from the Directors,
 as on 31st March, 2012 and taken on record by the Board of Directors of
 the company, we report that none of the Directors is disqualified as on
 31st March, 2012 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956;
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements read
 together with the Significant 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 the Balance Sheet, of the state of affairs of the
 Company as at 31 st March, 2012;
 
 ii) in the case of the Statement of Profit and Loss, of the Profit of
 the Company 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.
 
 As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) and according to the information and explanations given to us
 during the course of the audit and on the basis of such checks as were
 considered appropriate, we report that:
 
 (I) (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us, all the fixed assets have been physically
 verified by the management in a phased periodical manner, which in our
 opinion is reasonable, having regard to the size of the Company and the
 nature of its assets. The frequency of verification is reasonable and
 no material discrepancies have been noticed on such physical
 verification.
 
 (c) In our opinion, the Company has not disposed off a substantial part
 of its fixed assets during the year, and therefore, do not affect the
 going concern status of the company.
 
 (ii) (a) The inventories have been physically verified by the
 management during the year at reasonable intervals.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the company and nature of its business.
 
 (c) The company has maintained proper records of inventories.
 Discrepancies noticed on physical verification of inventories as
 compared to book records were not material.
 
 (iii) (a) The Company has granted loan to its subsidiary covered in the
 register maintained under Section 301 of the Companies Act, 1956
 (''the Act'').  The maximum amount outstanding at any time during the
 year was Rs  1,13,56,07,994 and the year-end balance of such loan
 amounted to Rs  1,13,56,07,994. Other than the above, the Company has
 not granted any loans, secured or unsecured, to companies, firms or
 parties covered in the register maintained under Section 301 oftheAct.
 
 | (b) In our opinion, the rate of interest and other terms and
 conditions on which
 
 ; loans, if any, have been granted by the Company are not, prima facie,
 prejudicial to the interest of the Company.
 
 (c) In respect of such loans granted by the Company, where stipulations
 have been made, the repayment of principal amount and interest has been
 regular.
 
 (d) There are no overdue amounts more than Rs 1 lakh in respect of the
 loan granted to a body corporate listed in the register maintained
 under Section 301 of the Act.
 
 (e) In our opinion, the Company has not received any loans, secured or
 unsecured from companies, firms or other parties covered in the
 register maintained under section 301 of the Act. Accordingly,
 paragraphs 4(iii)(e) to 4(iii)(g) of the Order are not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventories, fixed assets and for
 the sale of goods and services. During the course of our audit, we have
 not observed any continuing failure to correct major weakness in
 internal control system.
 
 (v) (a) The transaction made in pursuance of contracts or arrangements,
 that need to be entered in the register required to be maintained under
 Section 301 of the Companies Act, 1956 have been recorded in the
 register
 
 (b) In our opinion, and according to the information and explanations
 given to us, the transactions made in pursuance of contracts and
 arrangements referred to in
 
 (v)(a) above and exceeding the value ofRs 5 lakh with any party during
 the year have been made at prices which are reasonable having regard to
 the prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted any deposits from public during the
 year from the public within the meaning of the provisions of Sections
 58A, 58AA or any other relevant provisions of the Act and the Companies
 (Acceptance of Deposit) Rules, 1975.
 
 (vii) The Company has an internal audit system commensurate with the
 size of the Company and the nature of its business. As regards
 Company''s solvent unit at Malkapur, which has commenced this year,
 internal audit report was not available for our verification.
 
 (viii) The Central Government has prescribed maintenance of Cost
 records pursuant to Companies (Cost Accounting Records) Rules, 2011
 under section 209(1 )(d) of the Companies Act, 1956. We are informed
 that such accounts and records have been prima facie maintained; we
 have not however, made a detailed examination of the same.
 
 (ix) (a) According to the records of the Company, the Company is
 generally regular in depositing undisputed statutory dues including
 Provident Fund, Investor Education and Protection Fund, Employees''
 State Insurance, Income-tax, Sales- tax, Wealth-tax, Service Tax,
 Customs Duty, Excise Duty, cess and other statutory dues with
 appropriate authorities. According to the information and explanations
 given to us, there are no undisputed amounts payable in respect of such
 statutory dues which have remained outstanding as at 31st March, 2012
 for a period more than six months from the date they became payable.
 
 (b) According to the records of the company, the dues of sales tax,
 service tax, income tax, Customs Duty, Excise Duty, cess which have not
 been deposited on account of disputes and the forum where the dispute
 is pending are as under:
 
 Name of the    Nature of  Amount    Period to which  Forum where 
 statute        the Dues   (in Rs)    amount relates   dispute is pending
 
 Maharashtra 
 Sales Tax      Sales Tax  21,69,293 F.Y. 2000-01     Sales Tax Tribunal,
                                                      Mumbai
 
 Maharashtra 
 Sales Tax      Sales Tax  97,47,165 F.Y. 2002-03     Jt. Commissioner of
                                                      Sales Tax (Appeals)
 
 Maharashtra    
 Sales Tax      Sales Tax  33,85,167 F.Y. 2003-04     Jt. Commissioner of
                                                      Sales Tax (Appeals)
 
 Maharashtra 
 Sales Tax      Sales Tax1,64,73,454 F.Y  2004-05     Sales Tax Tribunal,
                                                      Mumbai
 
 Income 
 Tax Act, 1961  Income Tax 13,82,073 A.Y. 2004-05     Income Tax 
                                                      Appellate
                                                      Tribunal, Nagpur
 
 Income 
 Tax Act, 1961  Income Tax  8,41,745 A.Y  2005-06     Income Tax 
                                                      Appellate
                                                      Tribunal, Nagpur
 
 Income Tax 
 Act, 1961      Income Tax 45,60,447 A.Y. 2006-07     Income Tax 
                                                      Appellate
 
                                                      Tribunal, Nagpur
 
 TOTAL                                3,85,59,344
 
 (x) The company does not have accumulated losses at the end of the
 financial year. The Company has not incurred any cash losses during the
 current financial year and in the immediately preceding financial year.
 
 (xi) Based on our audit procedures and the information & explanations
 given by the management, we are of the opinion that the company has not
 defaulted in repayment of its dues to any financial institutions, banks
 or debenture holders.
 
 (xii) Based on our examination of the records and the information and
 explanations given to us, the Company has not granted any loans and/or
 advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 (xiii) Clause (xiii) of the order is not applicable to the Company as
 the company is not a Chit Fund Company or Nidhi/Mutual Benefit
 Fund/Society.
 
 (xiv) The Company is not dealing or trading in shares, securities,
 debentures or other investment and therefore, the requirements of
 Clause (xiv) are not applicable to the Company.
 
 (xv) 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.
 
 (xvi) According to the information & explanations given to us by the
 management, term loans were applied for the purpose for which they were
 obtained.
 
 (xvii) According to the information & explanations given to us by the
 management, and on an overall examination of the Balance Sheet of the
 Company, we report that the funds raised on short-term basis have been
 used for short-term purposes.
 
 (xviii) According to the information & explanations given to us, while
 converting warrants allotted on preferential basis the Company has made
 preferential allotment of shares to promoters and strategic investors.
 In our opinion, the price at which shares have been issued is not
 prejudicial to the interest of the Company.
 
 (xix) No Debentures have been issued by the Company and hence, the
 question of creating securities in respect thereof does not arise.
 
 (xx) The Company has raised money by way of issue of shares against
 share warrants during the year for 5 800000 shares of Face value of Rs
 10 each and 13 600000 shares of Face value ofRs 5 each and total capital
 stands at Rs 53,76,43,900.
 
 (xxi) On the basis of our examination and according to the information
 and explanations given to us, no material fraud, on or by the Company,
 has been noticed or reported during the year.
 
                                                For V. N. BHUWANIA & CO.
 
                                                  Chartered Accountants
                                          Firm Registration No. 101482W
 
 Place : Nagpur.
 
 Date : 30.05.2012
 
                                                       (CAV.N. BHUWANIA)
 
                                                           Proprietor
                                                   Membership No.: 7068