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
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
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
(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
(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
(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
(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
Sales Tax Sales Tax 21,69,293 F.Y. 2000-01 Sales Tax Tribunal,
Sales Tax Sales Tax 97,47,165 F.Y. 2002-03 Jt. Commissioner of
Sales Tax (Appeals)
Sales Tax Sales Tax 33,85,167 F.Y. 2003-04 Jt. Commissioner of
Sales Tax (Appeals)
Sales Tax Sales Tax1,64,73,454 F.Y 2004-05 Sales Tax Tribunal,
Tax Act, 1961 Income Tax 13,82,073 A.Y. 2004-05 Income Tax
Tax Act, 1961 Income Tax 8,41,745 A.Y 2005-06 Income Tax
Act, 1961 Income Tax 45,60,447 A.Y. 2006-07 Income Tax
(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
(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
(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.
Firm Registration No. 101482W
Place : Nagpur.
Date : 30.05.2012
Membership No.: 7068