Dharti Proteins Ltd Auditors Report.

TO,

THE MEMBERS OF DHARTI PROTEINS LTD.

Report on the Financial Statements :

We have audited the accompanying financial statements of DHARTI PROTEINS LTD. ("the Company"), which comprise the Balance Sheet as at 31/03/2015, 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 31/03/2015, and its Loss and its cash flows for the year ended on that date.

Emphasis of Matters :

We draw attention to the following matters in the Notes to the financial statements:

Note no. XXIII to the financial statements which, describes that going concern status is effected due to above blockage of funds of the company is affected due to blockage of funds.

1) we comment that:

a) Most of the funds of company are block and movements in those accounts are negligible so we are of opinion that going concern status may be effected due to above blockage of funds and less movement of accounts.

Our opinion is not modified in respect of this matter.

Other Matters

1) we comment that:

a) Company has not made provision for doubtful trade receivable more than six months of Rs.21855685/- and long term loans and advances of Rs. 50006583/- shall resulting in to increasing loss for the year and over statement of debtors and loans and advances to the extent of above amount.

b) Permanent diminution in market value of quoted investments of book value of Rs. 617550/- and unquoted shares of Rs. 8000100/- have not been provided shall resulting into increasing loss for the year and over statement of Investments.

c) Confirmations were not available for debtors, loans, advances taken and given and creditors.

We doubt on these balances.

d) Company has granted interest free loans and advance of Rs. 13120405/- to two numbers of parties covered under register maintained under section 189 of Companies Act, 2013 prejudicial to the interest of the company.

e) Internal control system need to be strengthened for recovery of outstanding dues and proper financial management

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements :

As required by the Companies (Auditors’ Report) Order,2015("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the Companies Act, 2013. We give in the Annexure A statements on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable.

As required by Section 143 (3) of the Act, we report that :

(a) We have sought and 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 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) On the basis of the written representations received from the directors as on 31/03/2015 taken on record by the Board of Directors, none of the directors is disqualified as 31/03/2015 from being appointed as a director in terms of Section 164 (2) of the Act except stated below; Mr. Dhiren Thakkar has filed MGT 14 to MCA that he is qualified for being as director however as per our view he is disqualified to be appointed as director of a company as T J R Sons Ltd, in which he is director, has not filed its annual returns and accounts since 2005.

(f) 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 has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

FOR NIMESH M. SHAH & CO.,
(Chartered Accountants)
Reg No.: 115204W
Date : 26/05/2015 NIMESH SHAH
Place : AHMEDABAD Partner
M.No.: 047856

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

(i) (a) The company is maintaining fixed assets records to show full particulars, including quantitative details and situation of fixed assets. Such register is at the stage of updating during the year.

(b) According to the information and explanations given to us, fixed assets have been physically verified by the management in phase periodical manner during 3 the years. We have been informed that discrepancies were noticed on such verification. All the Assets have been written off during the year as they have no existence or have NIL releasable value.

(ii) (a) According to the information and explanation given to us, inventories have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

(b) In our opinion and according to the information and explanation 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 the nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification between the physical stocks and the book records.

(iii) In respect of the Loans and advances granted to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2103

(a) The loans granted are re-payable on demand. As informed, the company has not demanded repayment of any such loan during the year, thus there has been no default on the part of the parties to whom the money has been lent. Further company is not charging any interest on such advance thus question of interest is regular or not does not arise.

(b) In respect of the loan granted by the company, there is no repayment schedule therefore the question of overdue amount does not arise.

(iv) In respect of Internal Control in reference to Purchase of Inventory and Fixed Assets and whether there is continue failure of Internal control In our opinion and according to the information and explanation given to us, there are adequate internal control procedure commensurate with size of the company and the nature of its business through personal supervision of management of the company with regard to purchase of inventories, fixed assets and for the sale of goods and services. According to us, Internal control system needs to be strengthening for recovery of loans, advances and debt recovery.

(v) On the basis of information and explanations given to us, company has opening balance of deposit in violation within in violation of section 73 to 76 and other relevant provisions of the Companies act 2013 and the rules framed there under with regard to acceptance and payment of deposits from public.

Company has accepted deposit from two persons other than director and corporate without complying provision of section 73 to 76 and other relevant provisions of the Companies act 2013.

We have been informed by the management that no order has been passed by the company law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vi) Based on the information and explanations given to us, the Company is not required to maintain cost records pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (l) of section 148 of the Companies Act.

(vii) (a) According to the information and explanation given to us, the company is not regular in depositing the undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess and any other statutory dues with the appropriate authorities.

According to the information and explanation given to us, company has no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess and any other statutory dues were in arrears as at 31st March, 2015 for a period of more than 6 months from the date they became payable to it otherwise than mentioned below.

Statement of arrears of Statutory Dues Outstanding for More than Six Months :

Nature of the Dues Amount Period to which the amount relates Due Date Date of Payment
(Rs.)
Sales Tax 1812421/- 2005-06
2006-07 Already Due
Income Tax 113660/- 2009-10 14/11/2014

In absence of Sales Tax return copy and non filling for 2005-06, 2006-07 and 2007-08, 2008-09, 2009-10, 2010-11, 2011-12, 2012-13 and 2013-14. We cannot quantify the liabilities of sales tax. We cannot quantify for interest and penalty on all undisputed due.

(vii) (b) According to the information and explanation given to us, there are no dues of provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess and any other statutory dues with the appropriate authorities that have been not been deposited on amount of any dispute except followings.

Statement of Disputed of Statutory Dues as on 31.3.2015 :

Name of the Statute Nature of the Dues Amount Period to which the amount relates Due Date Date of Payment
(Rs.)
Income Tax CIT Appeal 2033191/- 2004-05 17/12/2010
Income Tax CIT Appeal 1901976/- 2005-06 17/12/2010
Income Tax CIT Appeal 665060/- 2006-07 24/02/2011
Income Tax CIT Appeal 382518/- 2007-08 17/12/2010

Details of Accounting Year 2004-05, 2005-06, 2006-07 and 2007-08 are considered on the basis of notice received of Income Tax office dated 21/12/2012. We do not have any other details. Liabilities on account of interest on tax cannot be ascertainable.

In absence of details of ITAT Appeal and its disposal, we have given same amount as disputed amount.

(vii) (c) According to the information and explanations given to us, no amount was required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

(viii) Accumulated losses at the end of the financial year is not less than fifty percent of company’s net worth and company has incurred cash losses in the current year and immediately preceding financial year.

(ix) In our opinion and according to the information and explanation given to us, the company has not generally defaulted in repayment of dues to Financial Institutions, Banks or Debenture holders.

(x) According to the information and explanation given to us the company has not given, during the year any guarantee for loans taken by others from Banks or financial Institutions. As a result the question of our commenting whether the term and conditions are prejudicial to the interest of the company does not arise.

(xi) The company did not have any term loans outstanding during the year.

(xii) On the basis of our examination of the books of accounts and other relevant records and information made available to us, prima-facie we have not noticed any fraud on or by the company during the year, Further the management has represented to us that no fraud on or by the company has been reported during the year. However we are unable to determine/ verify as to whether any such reporting has been made during the year.

FOR NIMESH M. SHAH & CO.,
(Chartered Accountants)
Reg No.: 115204W
Date : 26/05/2015 NIMESH SHAH
Place : AHMEDABAD Partner
M.No.: 047856