Auditor Report of Rama Phosphates Ltd.

Mar 31, 2025

We have audited the accompanying Financial Statements of Rama Phosphates Limited
(“the Company”), which comprise of the Balance Sheet as at 31st March 2025, the
Statement of Profit and Loss (including other comprehensive income), the Statement of
Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the
Financial Statements, including a summary of material accounting policies and other
explanatory information (hereinafter referred to as “Financial Statements”).

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 Companies Act, 2013
(“the Act”) in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards (“Ind AS”) prescribed under section 133 of the Act, and other
accounting principles generally accepted in India,

(a) in the case of the Balance Sheet, of the state
of affairs of the Company as at March 31,
2025;

(b) in the case of the Statement of Profit and Loss
(including Other Comprehensive Income), of
the Profit for the year ended on that date;

(c) in the case of the Statement of Changes in
Equity, of the changes in equity for the year
ended on that date; and

(d) in the case of the Cash Flow Statement, of the
cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statement in
accordance with the Standards on Auditing (“SAs”)
specified under section 143(10) of the Act. Our
responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the
Audit of the Financial Statements section of our
report. We are independent of the Company in
accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (“the
ICAI”) together with the ethical requirements that are
relevant to our audit of the financial statements under
the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the ICAI''s
Code of Ethics.

We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for
our opinion on the Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the financial statements for the financial
year ended 31st March, 2025. These matters were
addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters. For each matter below, our
description of how our audit addressed the matter is
provided in that context.

We have determined the matters described below to
be the key audit matters to be communicated in our
report. We have fulfilled the responsibilities
described in the Auditor''s responsibilities for the
audit of the financial statements section of our
report, including in relation to these matters.
Accordingly, our audit included the performance of
procedures designed to respond to our assessment
of the risks of material misstatement of the financial
statements. The results of our audit procedures,
including the procedures performed to address the
matters below, provide the basis for our audit
opinion on the accompanying financial statements.

S.N.	Key Audit Matters	Auditor’s Response
1	Measurement of Arm''s Length price for Related party transaction Related party transactions pose a significant financial reporting risk due to the potential for transactions to be conducted at prices that deviate from the arm''s length principle. Under Ind AS, related party transactions are required to be disclosed in the financial statements, and the determination of the arm''s length price for such transactions requires careful consideration and scrutiny.	1) We evaluate the company''s processes for identifying related party transactions and assess the completeness and accuracy of related party disclosures in the financial statements. This includes understanding the nature of relationships between related parties and the signi¬ ficance of transactions with related parties to the company''s financial performance and position. 2) We examine the appropriateness of transfer pricing methodologies used by the company to determine the arm''s length price for related party transactions. This involves evaluating whether the methodologies comply with relevant Ind AS requirements and are consistent with industry practices and regulatory guidelines. 3) We assess the selection and comparability of compa¬ rable transactions used as benchmarks for determining the arm''s length price. This includes evaluating the relevance and reliability of comparables, considering factors such as industry characteristics, geographical locations, and market conditions. 4) Review the adequacy of documentation supporting the determination of arm''s length prices, including transfer pricing documentation required by tax authorities.

S.N.	Key Audit Matters	Auditor’s Response
		Assess the effectiveness of internal controls over the identification, measurement, and disclosure of related party transactions. 5) Evaluate compliance with Ind AS requirements, including Ind AS 24 on Related Party Disclosures, and assess the implications of related party transactions on tax compliance. Review the alignment of reported arm''s length prices with tax regulations to mitigate the risk of regulatory non-compliance and potential tax exposures.
2	Provision for Doubtful Advances and Recoverable: The provision for doubtful advances and recoverables represents a critical area of audit focus due to the inherent uncertainty surrounding the collectability of these assets. Management''s estimation of the allowance for doubtful advances and recoverables involves significant judgment and is subject to various risks, including changes in economic conditions, customer creditworthiness, and the effectiveness of collection efforts. This key audit matter encompasses the evaluation of the adequacy of the provision and the reasonableness of management''s assumptions and methodologies used in determining the provision.	1) Evaluate the reasonableness of management''s estimates used in determining the provision for doubtful advances and recoverable. This involves assessing the historical experience, economic conditions, and specific circumstances affecting the collectibility of advances and recoverable amounts. 2) Test the adequacy of the provision by performing analytical procedures, comparing the provision to historical bad debt experience, aging analyses of receivables, and external economic indicators. Scrutinize the sufficiency of the provision in light of any identified risks and uncertainties. 3) Review the documentation supporting the estimation of the provision, including the analysis of individual advances and recoverable amounts, impairment assessments, and correspondence with counterparties. Verify the existence and validity of any legal agreements, collateral, or guarantees securing the recoverable amounts. 4) Assess the effectiveness of internal controls over the recognition, measurement, and disclosure of provisions for doubtful advances and recoverable. Test the design and operating effectiveness of controls related to the assessment of credit risk, monitoring of receivables, and review of i mpairment i ndicators. 5) Evaluate the adequacy and completeness of disclosures related to provisions for doubtful advances and recoverable in the financial statements. Assess the clarity and transparency of disclosures regarding the nature, extent, and timing of the provision, including key assumptions and uncertainties inherent in the estimation process.
3	Accounting of Government Subsidy income The accounting for government subsidy income is a significant area of focus due to its materiality and the potential impact on the financial statements. Government subsidies are	1) Gain an understanding of the nature and terms of the government subsidy arrangements, including the purpose of the subsidies, eligibility criteria, and any conditions or restrictions imposed by the granting authorities. Assess the company''s compliance with the terms of the subsidy agreements.

S.N.	Key Audit Matters	Auditor’s Response
	often provided to support specific activities, such as research and development, investment in infrastructure, or export promotion. The recognition, measurement, and disclosure of government subsidy income require careful consideration of the conditions attached to the subsidies and compliance with relevant Ind AS standards. This key audit matter encompasses the assessment of the appropriateness, accuracy, and completeness of the recognition and disclosure of government subsidy income in accordance with Ind AS.	2) Evaluate the company''s application of the recognition criteria for government subsidy income as per Ind AS. This involves assessing whether the subsidies meet the definition of income, whether there is reasonable assurance of receipt, and whether any conditions for recognition have been met. 3) Assess the measurement of government subsidy income, including the determination of the fair value of non-monetary subsidies and any subsequent measurement considerations, such as amortization or recognition as a deduction from related expenses. 4) Review the documentation supporting the recognition and measurement of government subsidy income, including subsidy agreements, correspondence with granting authorities, and calculations prepared by management. Verify the accuracy and completeness of subsidy income recognized in the financial statements. 5) Assess the effectiveness of internal controls over the recognition, measurement, and disclosure of government subsidy income. Test the design and operating effectiveness of controls related to the assessment of eligibility criteria, monitoring of subsidy receipts, and review of compliance with subsidy agreements. 6) Evaluate the adequacy and completeness of disclosures related to government subsidy income in the financial statements. Assess the clarity and transparency of disclosures regarding the nature, extent, and accounting treatment of subsidies, including any significant judgments or estimates involved.
4	Capital Work-in-progress Capital Work in Progress (CWIP) represents costs incurred on assets under construction or development. It involves significant judgment, particularly in estimating project completion dates, costs to complete, and whether costs are appropriately capitalized. As such, CWIP is a key area of focus in the audit.	1) We reviewed project progress reports, management estimates of project timelines, and discussed the status with project managers. 2) We examined the company''s capitalization policy and tested a sample of capitalized costs to ensure they meet accounting standards. 3) We reconciled the CWIP balance and performed cutoff testing to verify accurate recording of costs. 4) We assessed whether any impairment indicators existed, particularly for delayed or incomplete projects. 5) We evaluated the reasonableness of management''s estimates of completion dates and costs to complete.

Information Other than the Financial Statements
and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the
preparation of the other information. The other
information comprises of the information included in the
Management Discussion and Analysis, Draft Board''s
Report including Annexures to the said Board''s Report,

Corporate Governance and Shareholder''s Information,
but does not include the financial statements and our
auditor''s report thereon.

Our opinion on the financial statements does not cover
the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the financial statements,
our responsibility is to read the other information and, in
doing so, consider whether the other information is
materially inconsistent with the financial statements, or
our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information; we are required to report that fact. We have
nothing to report in this regard.

Responsibilities of Management and Those Charged
with Governance for the Financial Statements

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act, with respect
to the preparation of these financial statements that give
a true and fair view of the financial position, financial
performance including other comprehensive income,
changes in equity and cash flows of the Company in
accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act
read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended. 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 implementation and
maintenance of 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 statement that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management is
responsible for assessing the Company''s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless management either
intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.

The Company''s Board of Directorsis also responsible for
overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor''s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when

it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misre¬
presentations, or the override of internal control.

• Obtain an understanding of internal financial controls
relevant to the audit in order to design audit
procedures that are appropriate in the circumstances.
Under section 143(3)(I) of the Act, we are also
responsible for expressing our opinion on whether the
Company has adeqate internal financial controls
system in place and the operating effectiveness of
such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a
material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company''s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are
required to draw attention in our auditor''s report to the
related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor''s
report. However, future events or conditions may
cause the Company to cease to continue as a going
concern.

• Evaluate the overall presentation, structure and
content of the financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events in a
manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the
Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a
reasonably knowledgeable user of the Financial
Statements may be influenced.

We consider quantitative materiality and qualitative
factors (i) in planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the
effect of any identified misstatements in the Financial
Statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the financial statements
of the current period and are therefore the key audit
matters. We describe these matters in our auditor''s report
unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report)
Order, 2020 ("the Order"), issued by the Central
Government of India in terms of section 143(11) of
the Act, we give in "Annexure A" a statement on the
matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on
our audit, 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 relating to preparation of the aforesaid
Financial Statements have been kept so far as it
appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, the
Statement of Changes in Equity and the Cash Flow
Statement dealt with by this Report are in
agreement with the relevant books of account.

d) In our opinion, the aforesaid Financial Statements
comply with the Ind AS specified under Section 133
of the Act.

e) On the basis of the written representations received
from the directors as on 31st March, 2025 taken on

record by the Board of Directors, none of the
directors is disqualified as on 31st March, 2025
from being appointed as a director in terms of
Section 164(2) of the Act.

f) With respect to the adequacy of the internal
financial controls with reference to Financial
Statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in “Annexure B”. Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial
controls with reference to Financials Statements.

g) With respect to the other matter to be included in
the Auditors'' Report in accordance with the
requirement of Section 197(16) of the Act, in our
opinion and to the best of our information and
according to the explanations given to us, the
remuneration paid by the Company to its directors
during the year is in accordance with the provisions
of section 197 read with Schedule V to the Act.

h) 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,
as amended 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 in Note 38 of the financial
statements.

ii. The Company did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses.

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

iv. (a) The management has represented that, to

the best of its knowledge and belief, no funds
have been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall
directly or indirectly lend or invest in other
persons or entities identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or
on behalf of the Company or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

(b) The management has represented that, to
the best of its knowledge and belief, no funds
have been received by the Company from any

person(s) or entity(ies), including foreign
entities (“Funding Parties”), with the
understanding, whether recorded in writing
or otherwise, that the Company shall directly
or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
(“Ultimate Beneficiaries”) by or on behalf of
the Funding Party or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries.

(c) Based on such audit procedures as
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (iv) (a) and
(iv) (b) above, contain any material
misstatement.

v. The Company has not declared or paid any
dividend during the year.

As stated in Note 46 to the Financial Statements,
the Board of Directors of the Company has
proposed final dividend for the year which is
subject to the approval of the members at the
ensuing Annual General Meeting. Such dividend
proposed is in accordance with Section 123 of
the Act, as applicable.

vi. Based on our examination, which includes test
checks, it is observed that the company has used
accounting software for maintaining its books of
account which has a feature of recording audit
trail (edit log) facility and the same has been
operated throughout the year for all relevant
transactions recorded in the software. Further,
during the course of our audit we did not come
across any instance of the audit trail feature
being tampered with and the audit trail has been
preserved by the Company as per the statutory
requirements for record retention

For Khandelwal & Mehta LLP

Chartered Accountants

Firm Regn. No. W100084

S. L. Khandelwal

(Partner)

M. No. : 101388

UDIN : 25101388BMNVNE1161

Place : Mumbai

Date : 14th May, 2025.

---

Mar 31, 2024

We have audited the Financial Statements of Rama Phosphates Limited (“the Company”), which comprise of the Balance Sheet as at 31st March 2024, the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the Financial Statements, including a summary of material accounting policies and other explanatory information.

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 Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (”Ind AS”) and other accounting principles generally accepted in India,

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2024;

(b) in the case of the Statement of Profit and Loss (including Other Comprehensive Income), of the Profit for the year ended on that date;

(c) in the case of the Statement of Changes in Equity, of the changes in equity for the year ended on that date; and

(d) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the

Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“the ICAI”) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

S.N.	Key Audit Matters	Auditor’s Response
1	Measurement of Arm''s Length price for Related party transaction Related party transactions pose a significant financial reporting risk due to the potential for transactions to be conducted at prices that deviate from the arm''s length principle. Under Ind AS, related party transactions are required to be disclosed in the financial statements, and the determination of the arm''s length price for such transactions requires careful consideration and scrutiny.	1) We evaluate the company''s processes for identifying related party transactions and assess the completeness and accuracy of related party disclosures in the financial statements. This includes understanding the nature of relationships between related parties and the significance of transactions with related parties to the company''s financial performance and position. 2) We examine the appropriateness of transfer pricing methodologies used by the company to determine the arm''s length price for related party transactions. This involves evaluating whether the methodologies comply with relevant Ind AS requirements and are consistent with industry practices and regulatory guidelines. 3) We assess the selection and comparability of comparable transactions used as benchmarks for determining the arm''s length price. This includes evaluating the relevance and reliability of comparables, considering factors such as industry characteristics, geographical locations, and market conditions. 4) Review the adequacy of documentation supporting the determination of arm''s length prices, including transfer pricing documentation required by tax authorities. Assess the effectiveness of internal controls over the identification, measurement, and disclosure of related party transactions.

S.N.	Key Audit Matters		Auditor’s Response
			5) Evaluate compliance with Ind AS ret Ind AS 24 on Related Party Disclos implications of related party t compliance. Review the alignmer length prices with tax regulations t regulatory non-compliance and pot<	luirements, including ures, and assess the ransactions on tax t of reported arm''s o mitigate the risk of ential tax exposures.
2		Provision for Doubtful Advances and Recoverable: The provision for doubtful advances and recoverables represents a critical area of audit focus due to the inherent uncertainty surrounding the collectability of these assets. Management''s estimation of the allowance for doubtful advances and recoverables involves significant judgment and is subject to various risks, including changes in economic conditions, customer creditworthiness, and the effectiveness of collection efforts. This key audit matter encompasses the evaluation of the adequacy of the provision and the reasonableness of management''s assumptions and methodologies used in determining the provision.	1) Evaluate the reasonableness estimates used in determining the advances and recoverable. This in historical experience, economic co circumstances affecting the colle and recoverable amounts. 2) Test the adequacy of the prov analytical procedures, comparir historical bad debt experience, receivables, and external ecc Scrutinize the sufficiency of the pr< identified risks and uncertainties. 3) Review the documentation support the provision, including the an advances and recoverable am assessments, and correspondence Verify the existence and validity of a collateral, or guarantees securi amounts. 4) Assess the effectiveness of intern recognition, measurement, and dis for doubtful advances and recover and operating effectiveness of co assessment of credit risk, monitors review of impairment indicators. 5) Evaluate the adequacy and comple related to provisions for doub recoverable in the financial stat clarity and transparency of disclo nature, extent, and timing of the pr assumptions and uncertaintie estimation process.	of management''s provision for doubtful volves assessing the nditions, and specific ctibility of advances sion by performing g the provision to aging analyses of >nomic indicators. ovision in light of any ing the estimation of alysis of individual ounts, impairment with counterparties. ny legal agreements, ng the recoverable al controls over the >closure of provisions able. Test the design ntrols related to the ig of receivables, and teness of disclosures tful advances and ements. Assess the >sures regarding the ovision, including key s inherent in the
3	Accounting of Government Subsidy income The accounting for government subsidy income is a significant area of focus due to its materiality and the potential impact on the financial statements. Government subsidies are often provided to support specific activities, such as research and development, investment in infrastructure, or export promotion. The recognition, measurement, and disclosure of government subsidy income require careful consideration of the conditions attached to the subsidies and compliance with relevant Ind AS		1) Gain an understanding of the nature and terms of the government subsidy arrangements, including the purpose of the subsidies, eligibility criteria, and any conditions or restrictions imposed by the granting authorities. Assess the company''s compliance with the terms of the subsidy agreements. 2) Evaluate the company''s application of the recognition criteria for government subsidy income as per Ind AS. This involves assessing whether the subsidies meet the definition of income, whether there is reasonable assurance of receipt, and whether any conditions for recognition have been met.

S.N.	Key Audit Matters	Auditor’s Response
	standards. This key audit matter encompasses the assessment of the appropriateness, accuracy, and completeness of the recognition and disclosure of government subsidy income in accordance with Ind AS.	3) Assess the measurement of government subsidy income, including the determination of the fair value of non-monetary subsidies and any subsequent measurement considerations, such as amortization or recognition as a deduction from related expenses. 4) Review the documentation supporting the recognition and measurement of government subsidy income, including subsidy agreements, correspondence with granting authorities, and calculations prepared by management. Verify the accuracy and completeness of subsidy income recognized in the financial statements.^ 5) Assess the effectiveness of internal controls over the recognition, measurement, and disclosure of government subsidy income. Test the design and operating effectiveness of controls related to the assessment of eligibility criteria, monitoring of subsidy receipts, and review of compliance with subsidy agreements. 6) Evaluate the adequacy and completeness of disclosures related to government subsidy income in the financial statements. Assess the clarity and transparency of disclosures regarding the nature, extent, and accounting treatment of subsidies, including any significant judgments or estimates involved.
4	Revaluation of freehold land The company has carried out a revaluation of its land during the financial year in accordance with IND AS 16 - Property, Plant, and Equipment. This revaluation requires significant judgment and estimation by management, particularly in selecting the appropriate valuation methodology, applying key assumptions, and determining the fair value of the land. Given the material nature of the revaluation and its significant impact on the financial statements, this was identified as a key audit matter.	1) Assessed the appropriateness of the valuation methodology used by management, ensuring it is consistent with industry standards and relevant accounting principles. 2) Verified the credentials and independence of the external valuers engaged by the company. Evaluated the scope of work and the terms of engagement of the valuers to ensure it was conducted in accordance with the applicable professional standards. 3) Reviewed the key assumptions and inputs used in the valuation process, such as market prices, location, size, and usage of the land.

Information Other than the Financial Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises of the information included in the Management Discussion and Analysis, Draft Board''s Report including Annexures to the said Board''s Report, Corporate Governance and Shareholder''s Information, but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to

read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act, with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 implementation and maintenance of 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing(“SAs”) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures

that are appropriate in the circumstances. Under section 143(3)(I) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or cond tions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be influenced.

We consider quantitative materiality and qualitative factors (i) in planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Financial Statements

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in

our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A statement 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 based on our audit, 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 relating to preparation of the aforesaid Financial Statements have been kept so far as it appears from our examination of those books except for the matters stated in paragraph (i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid financial statements comply with the Ind AS 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 31st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) With reference to maintenance of accounts and other matter therewith, reference is invited to paragraph (b) above on reporting under section 143(3)(b) and paragraph (i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 as amended.

g) With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to Financials Statements.

h) With respect to the matter to be included in the Auditors'' Report under Section 197(16) of the Act,

in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 read with Schedule V to the Act.

i) 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, as amended 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 in Note 39 of the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

iv. (a) The management has represented that, to

the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv) (a)

and (iv) (b) contain any material misstatement.

v. The Company declared and paid dividend for the year ended 31st March 2023 amounting to '' 176.93 lakhs during the year in accordance to section 123 of the Act. Board of Directors of the Company has not proposed any dividend during the year

vi. Based on our examination, which includes test checks, it is observed that the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended on March 31, 2024.

For Khandelwal & Mehta LLP

Chartered Accountants

Firm Regn. No. W100084

S. L. Khandelwal

(Partner)

M. No. : 101388

UDIN :24101388BKEBCE8068

Place : Mumbai

Date : 30th May, 2024.

---

Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT

To

The Members of

Rama Phosphates Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Rama Phosphates Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and a summary of 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 standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India. This responsibility also includes the 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 the 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 internal financial control 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 standalone 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 provision 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 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 true and fair view 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 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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,

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018;

(b) in the case of the Statement of Profit and Loss, of the Profit including Other Comprehensive Income for the year ended on that date;

(c) in the case of the Statement of Changes in Equity, of the changes in equity for the year ended on that date; and

(d) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Emphasis of Matter

We draw your attention to the following matters:

Without qualifying the report we like to draw your attention to the Note 35(ii)(d)(i) regarding loans and advances of Rs 305.27 lacs granted to a company in earlier years which being doubtful of recovery is already provided for. In view of the provision of Section 186(7) of the Companies Act 2013, the Company has accounted for interest in respect of this advance. However the recovery of this interest being unlikely the same has been written off.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016("the Order") issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the "AnnexureA", a statement on the matters specified in paragraph 3 and 4 of the Order.

2. 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 purpose 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, Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015;

e. On the basis of written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

f With respect to the adequacy of the internal financial controls over financial reporting of the Company and operating effectiveness of such controls, refer to our separate report in '' ''Annexure B"; and

g. 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,as amended, 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 - (refer note no. 34 of the financial statement),

ii) The Company did not have any long term contracts including derivatives contract for which there were any material foreseeable losses,

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

	For Khandelwal & Mehta LLP
	Chartered Accountants
	Firm Regn. No. W100084
	S. L. Khandelwal
Place : Mumbai	(Partner)
Date: May 26, 2018	M.No. 101388.

Annexure A to the Independent Auditors'' Report

The Annexure referred to in our report to the members of Rama Phosphates Limited (''the Company'') for the year Ended on 31a March, 2018. We report

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Management of the Company has physically verified the fixed assets at reasonable intervals. The discrepancies, if any, noticed during such verification have been suitably adjusted in the books of account. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii) a) According to the information and explanations given to us, the management has conducted physical verification of the inventories at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to the size of the Company and the nature of the business.

c) No material discrepancies have been noticed on physical verification of the stocks as compared to book records in so far as it appears from our examination of the books.

iii) a) According to the information and explanations given to us, the company has granted unsecured interest bearing loan of ? 15 lacs to a company covered in the register maintained under section 189 of the Companies Act, 2013, and the same is recovered during the year. The terms and conditions of the loan granted are not prejudicial to the interest of the company.

b) The repayment of principal and payment of interest are on demand and there is no schedule of repayment stipulated. Since there is no schedule of repayment, the same are treated as regular.

c) Since the company has granted the loan, payable on demand basis, there is no amount overdue for more than ninety days. Hence the steps for recovery of overdue amount are not applicable.

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made and the Company has not provided any guaranty or security.

v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 148(1) of the Act, and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Goods and Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31 st March, 2018 for a period of more than six months from the date it became payable, that:

b) According to the records of the Company and information and explanations given to us the following are the dues of Sales Tax, Duty of Excise, Value Added Tax and Entry Tax on account of disputes:

Name of the Statue	Nature of the Dues	Rs in lacs	Period to which the amount relates	Forum where dispute is pending
MP Commercial Tax Act, 1994	Sales Tax	3.58	F.Y. 2001-02	Appellate Board, Indore.
MP Commercial Tax Act, 1994	Sales Tax	6.47	F.Y. 1994-95	Hon''ble M.P High Court, Indore.
Madhya Pradesh Entry Tax, 1 976	Entry Tax	1.22	F.Y. 2003-04, 2004-05, 2005-06, 2006-07	Appellate Board, Indore.
Central Sales Tax Act, 1956	Central Sales Tax	115.89	F.Y. 2003-04, 2004-05,	Hon''ble M.P. High Court, Indore.
Central Sales Tax Act,1956	Central Sales Tax	109.75	F.Y. 2011-12	Appeal before Additional Commissioner, Indore.
Central Sales Tax Act,1956	Central Sales Tax	0.38	F.Y. 2013-14	Appellate Board, Indore.
Madhya Pradesh Entry Tax, 1 976	Entry Tax	157.71	F.Y. 2007-08	Hon''ble Supreme Court.

Name of the Statue	Nature of the Dues	Rs in lacs	Period to which the amount relates	Forum where dispute is pending
Madhya Pradesh Value Added Tax, 2002	VAT Tax	12.16	F.Y. 2010-11 & 2012-13	Appellate Board, Indore.
Madhya Pradesh Value Added Tax, 2002	VAT Tax	9.26	F.Y. 2013-14	Appeal before Additional Commissioner, Indore.
Madhya Pradesh Value Added Tax, 2002	VAT Tax	0.42	F.Y. 2015-16	Appeal before Additional Commissioner, Indore.

According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Custom Duty, Cess which have not been deposited on account of any dispute.

viii) On the basis of our examination of the books and according to the information and explanations given to us, during the year, there are no defaults in repayment of dues to financial institutions, banks, Government or debenture holders.

ix) The Company has not raise any money by way of initial public offer or further public offer (including debt instruments). The Term loans availed by the company were duly applied for the purposes for which those are raised.

x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards

xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

	For Khandelwal & Mehta LLP
	Chartered Accountants
	FirmRegn. No. W100084
	S. L. Khandelwal
Place : Mumbai.	(Partner)
Date: May 26, 20 18	M.No. 101388.

Annexure - ''B'' to the Independent Auditor''s report of even date on the Financial Statements of Rama Phosphates Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (''the Act'')

We have audited the internal financial controls over financial reporting of Rama Phosphates Limited ("the Company") as of 31st March, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAF). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

	For Khandelwal & Mehta LLP
	Chartered Accountants
	FirmRegn. No. W100084
	S. L. Khandelwal
Place : Mumbai.	(Partner)
Date: May 26, 20 18	M.No.101388

---

Mar 31, 2016

To

The Members of

Rama Phosphates Limited Report on the Financial Statements

We have audited the accompanying financial statements of Rama Phosphates Limited (‘the Company’), which comprise the Balance Sheet as at 31^st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of 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 the 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 the 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 internal financial control 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 provision of the Act and the Rules made there under.

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 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 true and fair view 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 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 statement.

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,

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

(b) in the case of the Statement of Profit and Loss, 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.

Emphasis of Matter

We draw your attention to the following matters:

Without qualifying the report we like to draw your attention to the Note 29(b) regarding loans and advances of '' 305.27 lacs granted to a Company in earlier years which being doubtful of recovery is already provided for. In view of the provision of Section 186(7) of the Companies Act 2013, the Company has accounted for interest in respect of this advance. However the recovery of this interest being unlikely the same has been written off. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central Government of India in terms of sub-section

(11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraph 3 and 4 of the Order.

2. 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 purpose of our audit;

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 books;

c. The Balance Sheet, 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 written representations received from the directors as on 31^st March, 2016 taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31^st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and operating effectiveness of such controls, refer to our separate report in ‘’Annexure B”; and

g. 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 - (refer note no. 32 of the financial statement).

ii) The Company did not have any long term contracts including derivatives contract for which there were any material foreseeable losses; and

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

The Annexure referred to in our report to the members of Rama Phosphates Limited (‘the Company’) for the year Ended on 31^st March, 2016. We report that:

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Management of the Company has physically verified the fixed assets at reasonable intervals. The discrepancies, if any noticed during such verification have been suitably adjusted in the books of account. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii) a) According to the information and explanations given to us, the management has conducted physical verification of the inventories at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to the size of the Company and the nature of the business.

c) No material discrepancies have been noticed on physical verification of the stocks as compared to book records in so far as it appears from our examination of the books.

iii) According to the information and explanations given to us and on the basis of our examination of books of account, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of clauses 3(iii)(a) and (iii)(b) and (iii)(c) of the said order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made and the Company has not provided any guaranty or security.

v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 148(1) of the Act, and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income

Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March, 2016 for a period of more than six months from the date it became payable b) According to the records of the Company and information and explanations given to us the following are the dues of Sales Tax, Duty of Excise, Value Added Tax on account of disputes:

(Rs, in lacs)

Central Excise Act, 1944	Excise duty	161.72	F.Y. 2005-06	CESTAT- New Delhi
Central Excise Act-1944	Excise Duty	6.62	F.Y. 2001-02 & 2002-03	Commissioner Appeal, Bhopal
MP Commercial Tax Act, 1994	Sales Tax	3.58	F.Y. 2001-02	Appellate Board, Indore.
MP Commercial Tax Act, 1994	Sales Tax	6.47	F.Y. 1994-95	Hon''ble M.P. High Court, Indore
Madhya Pradesh Entry Tax, 1976	Entry Tax	1.22	F.Y. 2003-04, 2004-05, 2005-06, 2006-07	Appellate Board, Indore.
Central Sales Tax Act,1956	Central Sales Tax	225.63	F.Y. 2003-04, 2004-05, 2011-12,	Hon''ble M.P. High Court, Indore
Central Sales Tax Act,1956	Central Sales Tax	12.99	F.Y. 2009-10, 2013-14	Appeal before Additional Commissioner, Indore
Central Sales Tax Act,1956	Central Sales Tax	12.21	F.Y. 2008-09	Appellate Board, Indore.
Madhya Pradesh Entry Tax, 1976	Entry Tax	157.71	F.Y. 2007-08	Hon''ble Supreme Court
Madhya Pradesh Value Added Tax, 2002	VAT Tax	12.17	F.Y. 2010-11 & 2012-13	Appellate Board, Indore.
Madhya Pradesh Value Added Tax, 2002	VAT Tax	9.26	F.Y. 2013-14	Appeal before Additional Commissioner, Indore

According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Custom Duty, Cess which have not been deposited on account of any dispute.

viii) On the basis of our examination of the books and according to the information and explanations given to us, during the year, there are no defaults in repayment of dues to financial institutions, banks, Government or debenture holders.

ix) The Company has not raise any money by way of initial public offer or further public offer (including debt instruments). The Term loans availed by the Company were duly applied for the purposes for which those are raised.

x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards

xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

We have audited the internal financial controls over financial reporting of Rama Phosphates Limited (“the Company”) as of 31^st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Dayal and Lohia

Chartered Accountants

(Firm Registration No.102200W)

(Anil Lohia)

Place: Mumbai Partner

Date : 19^th May, 2016 Membership No.031626

---

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Rama Phosphates Limited ("the company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of 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 the 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 the 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 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 provision 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 controls relevant to the Company's preparation of the financial statements that give 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,

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(b) in the case of the Statement of Profit and Loss, of the Loss 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.

Emphasis of Matter

We draw your attention to the following matters:

Without qualifying the report we like to draw your attention to the Note 30(b) regarding loans and advances of Rs. 305.27 lacs granted to a company in earlier years which being doubtful of recovery is already provided for. In view of the provision of Section 186(7) of the Companies Act 2013, the Company has accounted for interest in respect of this advance. However the recovery of this interest being unlikely the same has been written off.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub- section (11) of section 143 of the Act, we give in the annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. 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 purpose 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 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(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 note 33 to the financial statements.

ii) The Company did not have any long term contracts including derivatives contract for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to Investor Education & Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

The Annexure referred to in our report to the members of Rama Phosphates Limited ('the Company') for the year Ended on 31st March, 2015.

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Management of the Company has physically verified the fixed assets in accordance with its policy of physical Verification at reasonable intervals. The discrepancies, if any noticed during such Verification have been suitably adjusted in the books of account.

ii) a) According to the information and explanations given to us, the management has conducted physical Verification of the inventories at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures followed by the management for physical Verification of inventory are reasonable and adequate in relation to the size of the Company and the nature of the business.

c) No material discrepancies have been noticed on physical Verification of the stocks as compared to book records in so far as it appears from our examination of the books.

iii) a) The company has not granted any loans to parties covered in the register maintained under section 189 of the Act. b&c) Since no loans have been granted to parties covered in the register maintained under section 189 of the Act, the question of receipt of principle and interest, and overdue amounts does not arise.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal control system.

v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 148(1) of the Act, and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employee's State Insurance, Sales Tax, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) According to the records of the Company and information and explanations given to us the following are the dues of Sales Tax, Income Tax & Excise Duty on account of disputes.

Name of the Statue Nature of the Rs. in lacs Dues

Income Tax Act-1961 Income Tax 701.17

Central Excise Act 1944. Excise duty 161.72

Central Excise Act 1944. Excise duty 6.62

MP Commercial Tax Act, 1994 Sales Tax 3.58

MP Commercial Tax Act, 1994 Sales Tax 6.47

Madhya Pradesh Entry Tax, 1976 Entry Tax 1.21

Central Sales Tax Act, 1956 Central Sales Tax 115.88

Madhya Pradesh Entry Tax, 1976 Entry Tax 157.71

Madhya Pradesh Value Added VAT Tax 5.55 Tax, 2002

Madhya Pradesh Value Added VAT Tax 15.48 Tax, 2002

Name of the Statute Period to which the Forum where dispute is amount relates pending

Income Tax Act-1961 F.Y. 2010-11 & F.Y. 2011-12 CIT(Appeals)

Central Excise Act 1944 F.Y. 2005-06 CESTAT - New Delhi

Central Excise Act 1944 F.Y. 2001-02 & F.Y. 2002-03 Commissioner Appeal, Bhopal

MP Commercial Tax Act, 1994 F.Y. 2001-02 Appellate Board, Bhopal

MP Commercial Tax Act, 1994 F.Y. 1994-95 Hon'ble M.P. High Court, Indore

Madhya Pradesh Entry Tax, 1976 F.Y. 2003-04, 2004-05, Appellate Board, Bhopal 2005-06, 2006-07

Central Sales Tax Act, 1956 F.Y. 2003-04 & 2004-05 Hon'ble M.P.High Court, Indore

Madhya Pradesh Entry Tax 1976 F.Y. 2007-08 Hon'ble Supreme Court

Madhya Pradesh Value Added Tax, 2002 F.Y. 2010-11 Appellate Board, Bhopal

Madhya Pradesh Value Added Tax, 2002 F.Y. 2012-13 Appeal before Additional Commissioner

According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Wealth Tax, Service Tax, Custom Duty, Value Added Tax or Cess which have not been deposited on account of any dispute.

c) There were no amounts which were required to be transferred to Investor Education & Protection Fund by the Company.

viii) The Company does not have any accumulated losses as at the end of the financial year. The Company has incurred a cash loss ofRs. 604.02 Lacs during the year and has not incurred any cash loss in the immediately preceding financial year.

ix) On the basis of our examination of the books and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders as at the Balance Sheet date.

x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by other parties from any bank or financial institution.

xi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed during the year by the Company were, prima facie, applied for the purposes for which the loans were obtained.

xii) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Dayal and Lohia

Chartered Accountants

Firm's Regn. No. 102200W

(Anil Lohia)

Place - Mumbai Partner

Date - 28th May, 2015 Membership No. 031626

---

Mar 31, 2014

We have audited the accompanying financial statements of Rama Phosphates Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s 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.

Auditor''s Responsibility

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 statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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 India, subject to:

Note 30b - regarding interest free advance made to a related party

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

(b) in the case of the Statement of Profit and Loss, of the Loss 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 227(3) 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 audit;

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 books;

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 account;

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, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in our Report of even date to the members of Rama Phosphates Limited on the financial statements for the year ended 31st March 2014.)

1. In respect of its Fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets;

b) Management has carried out physical verification of fixed assets and no material discrepancy has been noticed on such verification.

c) The Company has not disposed off any substantial part of fixed assets so as to affect its going concern.

2. In respect of its inventories:

a) The inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far as it appears from our examination of the books.

3. a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

Accordingly sub clause (b), (c) and (d) are not applicable.

b) The company has an outstanding loan from one party covered under the register maintained under section 301 of the Companies Act, 1956, amounting to Rs. 148.07 lacs of which Rs. 31.79 lacs was repaid during the year.

c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions are prima facie not prejudicial to the interest of the Company.

d) The payments of Principal amount and interest relating to this loan are regular.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. During the year the Company has not entered into any contract referred to in section 301 of the companies Act, 1956.

6. According to the information and explanation given to us, the company has not accepted any deposits u/s 58A, 58AA or any other relevant provisions of the Companies Act, 1956, during the year.

7. In our opinion, the Company has an internal audit system commensurate with the size and the nature of the business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the Company''s Products to which the said rules are made applicable, and are of the opinion that prima facie, the prescribed accounts have been made and maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate.

9. a) According to the records of the Company, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding as on 31st March, 2014, for a period of more than six months from the date they became payable.

b) According to the records of the Company and information and explanations given to us the following dues of sales tax, income tax, wealth tax, service tax, custom duty, excise duty have not been deposited on account of disputes: -

Name of the Statue Nature of the Rs. in lacs Period to Dues which the amount relates

Income Tax Act-1961 Income Tax 691.19 F.Y.2010-11

Central Excise Act, 1944 Excise duty 161.72 F.Y.2005-06

Central Excise Act, 1944 Cenvat 44.41 F.Y.2001-02

MP Commercial Tax Act, 1994 Sales Tax 3.58 F.Y. 2001-02

MP Commercial Tax Act, 1994 Sales Tax 6.47 F.Y. 1994-95

Central Sales Tax Act, 1956 Central Sales 4.07 F.Y. 2001-02 Tax

Madhya Pradesh Entry Entry Tax 1.21 F.Y. 2003-04 Tax,1976 2004-05, 2005-06, 2006-07

Central Sales Tax Act, 1956 Central Sales 115.88 F.Y. 2003-04 Tax & 2004-05

Madhya Pradesh Entry Entry Tax 157.71 F.Y. 2007-08 Tax,1976

Madhya Pradesh Value VAT Tax 5.55 F.Y. 2010-11 Added Tax, 2002

Name of the Statue Forum where dispute is pending Income Tax Act-1961 CIT(Appeals)

Central Excise Act, 1944 CESTAT - New Delhi

Central Excise Act, 1944 Additional Commissioner - Central Excise, Indore

MP Commercial Tax Act, 1994 Appellate Board, Bhopal

MP Commercial Tax Act, 1994 Hon''ble M.P. High Court, Indore

Central Sales Tax Act, 1956 Appellate Board, Bhopal

Madhya Pradesh Entry Appellate Board, Bhopal Tax,1976

Central Sales Tax Act, 1956 Hon''ble M.P.High Court, Indore & 2004-05

Madhya Pradesh Entry Hon''ble Supreme Court Tax,1976

Madhya Pradesh Value Appellate Board, Bhopal Added Tax, 2002

10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and immediately preceding financial year.

11. According to the information and explanation given to us we are of the opinion that the company has not defaulted in repayment of dues to bank.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Fund/Society and therefore the provisions of clause 4 (xiii) of the order are not applicable.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. In our opinion and on the basis of information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, during the year no funds raised on short term basis have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, and to the best of our knowledge and belief no fraud on or by the Company, has been noticed or reported during the year.

For Dayal and Lohia Chartered Accountants (Firm Registration No.102200W)

(Sunil Khandelwal) Place : Mumbai Partner Date : 27th May, 2014 M.No.: 101388

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of Rama Phosphates Limited ("the Company"), which comprise the Balance Sheet as at March 31,2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows 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 fnancial 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 fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial statements. We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the fnancial 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 and subject to: Note 29b – regarding interest free advance made to a related party

(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 Statement of Proft and Loss, of the proft for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash fows 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 specifed in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) 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 audit;

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 books;

c. the Balance Sheet, Statement of Proft and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Proft 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 disqualifed 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 notifcation 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.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in our Report of even date to the members of Rama Phosphates Limited on the fnancial statements for the year ended 31st March, 2013.)

1. In respect of its Fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situations of fxed assets on the basis of available information;

b) Management has certifed that they have carried out physical verifcation of fxed assets and no material discrepancies noticed on such verifcation. have been dealt with in the books of accounts.

c) The Company has not disposed off any substantial part of fxed assets so as to affect its going concern.

2. In respect of its inventories:

a) The inventories have been physically verifed by the management during the year. In our opinion, the frequency of verifcation is reasonable.

b) In our opinion, the procedures of physical verifcation of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) No material discrepancies have been noticed on physical verifcation of stocks as compared to book records in so far as it appears from our examination of the books.

3. a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to the companies, frms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly sub clause (b), (c) and (d) are not applicable.

e) The company has an outstanding loan from one party covered under the register required to be maintained under section 301 of the Companies Act, 1956, amounting to Rs. 185.40 lacs of whichRs. 37.33 lacs was repaid during the year.

f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions are prima facie not prejudicial to the interest of the Company.

g) The payments of Principal amount and interest relating to this loan are regular.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fxed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. During the year the Company has not entered into any contract referred to in section 301 of the companies Act, 1956.

6. According to the information and explanation given to us, the company has not accepted any deposits u/s 58A, 58AA or any other relevant provisions of the Companies Act, 1956, during the year.

7. In our opinion, the Company has an internal audit system commensurate with the size and the nature of the business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the Company''s Products to which the said rules are made applicable, and are of the opinion that prima facie, the prescribed accounts have been made and maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate.

9. a) According to the records of the Company, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding as on 31st March, 2013, for a period of more than six months from the date they became payable.

10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and immediately preceding fnancial year.

11. According to the information and explanation given to us we are of the opinion that the company has not defaulted in repayment of dues to bank.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Fund/Society and therefore the provisions of clause 4 (xiii) of the order are not applicable.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or fnancial institution.

16. In our opinion and on the basis of information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, during the year no funds raised on short term basis have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, and to the best of our knowledge and belief no fraud on or by the Company, has been noticed or reported during the year.

For Dayal and Lohia

Chartered Accountants

(Firm Registration No.102200W)

(CA Anil Lohia)

Place : Mumbai Partner

Date : May 17, 2013 M.No.: 31626

---

Mar 31, 2012

We have audited the attached Balance Sheet of Rama Phosphates Limited as at 31st March, 2012 and the Statement of Profit and Loss for the year ended on that date and also 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.

1. We conducted our audit in accordance with the 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 check 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) Order, 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to 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 purpose of our audit;

b) In our opinion, proper books of accounts as required by the law have been kept by the Company so far as it appears from our examination of the 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 Statement of Profit and Loss, Balance Sheet, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) In our opinion and based on the information and explanations given to us, none of the directors are disqualified as on 31st March, 2012 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

Further in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and subject to:

1. Note - 7a regarding non-disclosure of amounts overdue to micro, small and medium enterprises.

2. Note - 29b regarding interest free advance made to a related party; give a true and fair view:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012; and

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.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 2 of our Report of even date on the accounts of Rama Phosphates Limited for the year ended 31st March, 2012.)

1. In respect of its Fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets on the basis of available information;

b) Management has certified that they have carried out physical verification of fixed assets and no material discrepancies have been noticed on such verification.

c) The Company has not disposed off any substantial part of fixed assets so as to affect its going concern.

2. In respect of its inventories:

a) The inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far as it appears from our examination of the books.

3. a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

Accordingly sub clause (b), (c) and (d) are not applicable.

e) The company has an outstanding loan from one party covered under the register required to be maintained under section 301 of the Companies Act, 1956, amounting to Rs. 419.63 lacs of which Rs. 234.23 lacs was repaid during the year.

f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions are prima facie not prejudicial to the interest of the Company.

g) The payments of Principal amount and interest relating to this loan are regular.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. During the year the Company has not entered into any contract referred to in section 301 of the Companies Act, 1956.

6. According to the information and explanation given to us, the company has not accepted any deposits u/s 58A, 58AA or any other relevant provisions of the Companies Act, 1956, during the year.

7. In our opinion, the Company has an internal audit system commensurate with the size and the nature of the business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the Company's Products to which the said rules are made applicable, and are of the opinion that prima facie, the prescribed accounts have been maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate.

9. a) According to the records of the Company, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding as on 31st March, 2012, for a period of more than six months from the date they became payable, except entry tax demand of Rs. 135.78 lacs outstanding since 2007 - 2008 & Central Sales Tax demand of Rs. 12.29 lacs outstanding since 1995 - 96.

b) According to the records of the Company and information and explanations given to us there are no dues of sales tax, income tax, wealth tax, service tax, custom duty, excise duty on account of any disputes, except as given below: -

Statue Rs. In Lacs Forum where dispute is Pending

Excise Duty 168.34 CESTAT - New Delhi

Service Tax 44.41 Additional Commissioner - Central Excise, Indore

MP Commercial Tax 89.78 Appellate Board, Bhopal

MP Commercial Tax 6.47 Hon'ble M. P. High Court, Indore

Central Sales Tax 55.61 Appellate Board, Bhopal

Rajasthan Sales Tax 704.23 Hon'ble Rajasthan High Court, Jodhpur

Entry Tax 1.21 Appellate Board, Bhopal

Central Sales Tax 115.88 Hon'ble M. P. High Court, Indore

10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and immediately preceding financial year.

11. According to the information and explanation given to us we are of the opinion that the company has not defaulted in repayment of dues to bank.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Fund/Society and therefore the provisions of clause 4 (xiii) of the order are not applicable.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. In our opinion and on the basis of information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, during the year no funds raised on short term basis have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, and to the best of our knowledge and belief no fraud on or by the Company, has been noticed or reported during the year.

For Dayal and Lohia

Chartered Accountants

(Firm Registration No.102200W)

(CA Anil Lohia)

Place : Mumbai Partner

Date : 30th May, 2012. M.No.: 31626

---

Mar 31, 2010

We have audited the attached Balance Sheet of Rama Phosphates Limited as at 31st March, 2010 and the Profit and Loss Account for the period ended on that date, and also the cash flow statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. 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 check 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) Order, 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to 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 purpose of our audit;

b) In our opinion, proper books of accounts as required by the law have been kept by the Company so far as it appears from our examination of the books.

c) The Balance Sheet, the Profit and Loss Account and the Cash Flow statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Profit and Loss Account and Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) In our opinion and based on the information and explanations given to us, none of the directors are disqualified as on 31st March, 2010 from being appointed as directors in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956;

f) Without qualifying our report, we draw your attention to note number 4 with regard to recognition of deferred tax asset.

Further in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and subject to:

1. Note - 13 regarding non-disclosure of amounts overdue to micro, small and medium enterprises.

2. Note - 16 regarding certain interest free advances made to related parties; give a true and fair view:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010; and

ii. in the case of the Profit and Loss Account, of the profit of the Company for the period ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows for the period ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 2 of our Report of even date on the accounts of Rama Phosphates Limited for the period ended 31st March, 2010.)

1. In respect of its Fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets on the basis of available information;

b) Management has certified that they have carried out physical verification of fixed assets and no material discrepancies have been noticed on such verification.

c) The Company has not disposed off any substantial part of fixed assets so as to affect its going concern.

2. In respect of its inventories:

a) The inventories have been physically verified by the management during the period. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far as it appears from our examination of the books.

3. a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register required to be maintained under section 301 of the Companies Act, 1956. Accordingly sub clause (b), (c) and (d) are not applicable.

b) The company had taken temporary interest free loans from one party covered under register required to be maintained under section 301 of the Companies Act, 1956, amounting to Rs.10 lacs which was repaid during the period.

c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions are prima facie not prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956, according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

6. According to the information and explanation given to us, the company has not accepted any deposits u/s 58A, 58AA or any other relevant provisions of the Companies Act, 1956, during the period.

7. In our opinion, the Company has an internal audit system commensurate with the size and the nature of the business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the Company’s Products to which the said rules are made applicable, and are of the opinion that prima facie, the prescribed accounts have been maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate.

9. a) According to the records of the Company, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee’s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding as on 31st March, 2010, for a period of more than six months from the date they became payable, except entry tax demand of Rs 135.78 lacs outstanding since 2007 - 2008, Central sales tax demand of Rs 12.29 lacs outstanding since 1995 - 96.

b) According to the records of the Company and information and explanations given to us there are no dues of sales tax, income tax, wealth tax, service tax, custom duty, excise duty on account of any disputes, except as given below: -

Statute Rs. In lacs Forum where dispute is Pending

Excise Duty 238.3 CESTAT - New Delhi

Service Tax 44.41 Additional Commissioner - Central Excise, Indore

Service Tax 17.41 Commissioner - Central Excise, Udaipur

MP Commercial Tax 3.58 M.P Commissioner Appeal, Bhopal

MP Commercial Tax 6.47 M.P. High Court, Indore

MP Commercial Tax 86.18 Appellate Board, Bhopal

Central Sales Tax 55.61 Appellate Board, Bhopal

Rajasthan Sales Tax 704.23 Rajasthan High Court, Jodhpur

Entry Tax 0.30 Appellate Board, Bhopal

Entry Tax 0.31 Dy. Commissioner of Appeal, Indore

Entry Tax 0.66 Dy. Commissioner of Appeal, Indore

Central Sales Tax 144.39 M.P.High Court



10. The accumulated losses of the Company are more than fifty percent of its Net worth and the company has not incurred cash losses in the current and immediately preceding financial year.

11. On the basis of our examination of books and according to information and explanations given to us, the loans from Banks/Institutions have been restructured as per the Corporate Debt Restructuring package sanctioned to the Company, as a consequence there of, there is no default.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Fund/Society and therefore the provisions of clause 4 (xiii) of the order are not applicable.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. In our opinion and on the basis of information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, during the period no funds raised on short term basis have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register required to be maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued debentures during the period.

20. The Company has not raised any money by public issue during the period.

21. According to the information and explanations given to us, and to the best of our knowledge and belief no fraud on or by the Company, has been noticed or reported during the period.

For Dayal and Lohia

Chartered Accountants

(Firm Registration No.102200W)

(Anil Lohia)

Place:Mumbai Partner

Date :13th August, 2010 (Membership No.: 31626)