We have audited the accompanying financial statements of Rasoya
Proteins Limited (the Company), which comprise the Balance Sheet
as at March 31, 2013, and the Statement of Profit and Loss and Cash
Flow Statement for the year ended and a summary of significant
accounting policies and other explanatory information.
Managements'' Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 (the Act). This responsibility
includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
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 control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit 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 Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
b) In the case of the Profit and Loss Account, of the profit for the
year ended on that date; and ''
c) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 (the
Order) issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 221Q) of the Act, 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
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
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
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C), of section 211 of the Companies Act, 1956;
e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2013, from being
appointed as a director in terms of clause (g) of sub- section (1) of
section 274 of the Companies Act, 1956.
f) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
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, 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. 1,56,06,16,651 and the year-end balance of such loan amounted to
Rs. 1,56,06,16,651. 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 of the Act.
(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 of Rs.
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
(vi) The Company has not accepted any deposits from public during the
year from the public within the meaning of the provisions of Sections 5
8 A, 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.
(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, 2013
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
Sales Tax Sales Tax 21,69,293 F.Y. 2000-01 Sales Tax
Sales Tax Sales Tax 97,47,165 F.Y. 2002-03 Jt.Commissioner
of Sales Tax
Sales Tax Sales Tax 33,85,167 F.Y.2003-04 Jt.Commissioner
of Sales Tax
Sales Tax Sales Tax 1,64,73,454 F.Y. 2004-05 Sales 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 has maintained proper records of the transactions and
contracts in respect of dealing or trading in shares, securities,
debentures and other investments and timely entries have been made
therein. All shares, securities, debentures and other investments have
been held by the Company in its own name.
(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 6400000 shares of Face value of Rs.5
each and through bonus issue in the ratio of 2:1 of face value Rs. 1
each and total capital stands at Rs. 1,70,89,31,700.:
(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 : May 16,2012
(CA V.N. BHUWANIA)
Membership No.: 7068