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Auditor Report of Kamdhenu Ltd.

Mar 31, 2016

To the Members of Kamdhenu Limited

(Formerly known as Kamdhenu Ispat Limited)

Report on the Financial Statements

We have audited the accompanying financial statements of Kamdhenu Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended. and summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, and its profit and its 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, 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 I", 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, were port that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 the operating effectiveness of such controls, refer to our separate Report in "Annexure II"; 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 28 to 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.

(Referred to in Paragraph 1 under the heading of Report on other Legal & Regulatory Requirement in our report of even date)

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that

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

b. The fixed assets have been physically verified by the management at the reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

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

ii. Physical verification of inventory has been conducted at reasonable intervals by the management and discrepancies noticed which were not material in nature have been properly dealt with in the books of accounts.

iii. According to the information and explanation given to us 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.

iv. According to the information and explanation given to us the Company has not granted any loans/ investments/ guarantees, and security where in the provisions of section 185 and 186 of the Companies Act, 2013 are applicable.

v. The Company has not accepted deposits from public within the meaning of provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed there under.

vi. We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of Cost Records under section 148 of the Act, and are of opinion that prima facie, the prescribed accounts and records have been made and maintained, however, we have not made the detailed examination of such cost records.

vii. (a) On the basis of our examination of the records of the Company, provident fund, employees'' state insurance, income tax, sales tax, service tax, value added tax, duty of customs, duty of excise, cess and other applicable undisputed statutory dues have generally been deposited regularly with the appropriate authorities except delays in few cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) The disputed statutory dues aggregating to Rs. 1450.67 Lacs (Gross demand of Rs. 1695.33 Lacs less deposited their against of Rs. 244.66 Lacs) have not been deposited on account of disputed matters pending before appropriate authorities as per details given below:

Name of the Statutes

Nature of Dues

Financial Year to which the matter pertains

Forum where Dispute is pending

Amount (Rs. in Lacs)

Income Tax Act

Income Tax Matters

2003-04, 2010-11, 2011-12 & 2012-13

C I T (Appeals), Alwar

12.83

Central Excise Act & Finance Act

Central Excise Duty

1998-99, 2005-06, 2006-07, 2007-08, 2008-09, 2009-10, 2010-11,2011-12 & 2012-13

High Court of Rajasthan, CESTAT, New Delhi, Allahabad & Mumbai, Commissioner(Appeals) of Central Excise, Jaipur & Raipur

1555.64

Service tax

2008-09

CESTAT, New Delhi

126.86

viii. The Company has not defaulted in repayment of dues to banks or financial institutions. The Company has not issued any debentures.

ix. According to the information and explanation given to us & records examined by us the term loans taken during the year have been applied for the purpose for which they were obtained. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year.

x. According to the information and explanation given to us, no 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. 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 Company Act.

xii. The Company is not a Nidhi Company as prescribed under Section 406 of the Act. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanation given to us transactions with the related parties are in compliance with Section 177 and 188 of Act, wherever applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

xiv. According to the information and explanation given to us 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 explanation given to us 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- l A of the Reserve Bank of India Act, 1934.

(Referred to in our report of even date)

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 Kamdhenu Limited ("the Company") as at 31st 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 Act.

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 Act, 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:

(a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(b) 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

(c) 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 financial controls over financial reporting criteria established by the company considering the essential component of internal controls as stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S. SINGHAL & CO.

Chartered Accountants

Firm Registration No.: 001526C

(R. K. Gupta)

Partner

Membership No.: 073846

Place: New Delhi

Date: 27th May, 2016


Mar 31, 2015

We have audited the accompanying financial statements of Kamdhenu Ispat Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 mis-statement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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 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, of the state of affairs of the Company as at 31 March 2015, and its profit and its 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, 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 paragraphs 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 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, 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 March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, 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 its financial statements - Refer Note 28 to 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 such amounts, required to be transferred during the year, to the Investor Education and Protection Fund by the Company.

Annexure to Independent Auditors' Report

We give hereinafter a statement on the matters specified in paragraphs 3 and 4 of Companies (Auditor's Report) Order, 2015, referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date:

1. a. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b. According to the information & explanation given to us, the fixed assets has been physically verified by the management during the year in a phased periodical manner, which in our opinion, is reasonable having regard to the size of the company and the nature of the assets. No material discrepancies were noticed on such verification.

2. a. As explained to us, inventories have been physically verified by the management at reasonable intervals during the year.

b. In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and according to information & explanation given to us, The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In our opinion and according to the information and explanation and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act,2013.

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 the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In our opinion and according to the information & explanation given to us, the company has not accepted deposits from public within the meaning of provision of Section 73 to 76 or any other relevant provisions of the Companies Act,2013 and the Rules framed there under. Hence the provision of clause (V) of paragraph 3 of Companies (Auditor's Report) Order, 2015 is not applicable to the company.

6. In our opinion and according to the information and explanations given to us, the cost records have been maintained by the company pursuant to the Companies (Cost Records and Audit) Rule, 2014 prescribed the central government under section 148 (1) of the Companies Act 2013 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained, however, we have not made a detailed examination of such cost records.

7. a. According to the records of the Company and information & explanation given to us by the management, undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities except for delays in some cases. According to the information and explanation given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March,2015 for a period of more than six months from the date of becoming payable.

b. The disputed statutory dues aggregating to Rs.1448.41 Lacs (Gross demand of Rs.1956.59 Lacs less deposited their against of Rs.508.18 Lacs) have not been deposited on account of disputed matters pending before appropriate authorities as per details given below:

Name of the Nature of the Dues Period to which the Statute amount relates

Income Tax Act Income Tax Matters A.Y.2001-02,

2004- 05, 2005-06,

2011-12,2012-13

Central Excise Act Central Excise Duty F.Y 1999-2000, & Finance Act 2003-04,2004-05 2005- 06 ,2006-07 2007-08, 2008-09, 2009-10,2010-11 2011-12

Service tax F.Y 2003-04,

2004-05, 2008-09

Central Sales Tax Sales Tax F.Y. 2006-07, Act and Sales Tax 2007-08, 2008-09, Act of various 2010-11,2011-12 States

Name of the Amount Forum where Dispute Statute (Rs. in Lacs) is pending

Income Tax Act 18.27 C I T ( Appeals), Alwar

Central Excise Act 1530.00 CESTAT, High Court of Rajasthan, & Finance Act Adl. Commissioner Central Excise, Joint Commissioner of Central Excise

132.32 CESTAT, High Court of Rajasthan, Asst. Comm. Of Service Tax

Central Sales Tax 275.99 Dy. Comm.(Appeal), Act and Sales Tax Rajasthan Tax Board, Act of various Joint Commissioner (Appeal) States

c. According to the information and explanation given to us, there is no such amount transferred during the year to investor education and protection fund in accordance with the relevant provisions of Companies Act, 1956 and rules made there under.

8. The Company does not have accumulated Losses at the end of the financial year. The Company has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

9. Based on our audit procedure and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debenture.

10. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

11. According to the information and explanation given to us, and record examined by us the term loans taken during the year have been applied for the purpose for which they were obtained.

12. In our Opinion and according to the information and explanation given to us, no fraud on or by the company has been noticed and reported during the year.

For S.Singhal&Co. Chartered Accountants (Registration No. 001526C)

Dated: 19.05.2015 (R.K.Gupta) Place: Gurgaon PARTNER M. No.073846


Mar 31, 2014

We have audited the accompanying financial statements of Kamdhenu Ispat Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014. 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 pnncipies generally accepted in India including Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 ("the Act*1) read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate affairs in respect of Section 133 of the Companies Act,2013.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 misstatements.

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 matenal 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 m order to design audit procedures that are appropnate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. 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 aforesaid financial statements give the information required by the Act tn 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 31.2014;

(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.

Report on Other Legal and Regulatory Requirements

I. As required by the Companies (Auditor's Report) Order. 2003 ("the Order") issued by the Central Government of India in terms of Section 227(4A) 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 v/ere 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 exami nation 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3Q of section 21 I of the Companies Act. 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate affairs in respect of section 133 ofthe Companies Ad. 2013.

e. On the basis of the written representations received from the directors as on March 3 1,2014, 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 Section 274(l.)(g)dfiie Act;

Annexure to Independent Auditor's Report

Referred to in paragraph I under the heading of "Report on other Legal and Regulatory Requirements' of our report of even date:

1. a. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on tlie basis of available information.

b. According to the information & explanation given to us, the fixed assets has been physically verified by the management during the year in a phased periodical manner, which in our opinion, is reasonable having regard to the size of the company and the nature of the assets. No material discrepancies were noticed on such venfication.

c. In our opinion, the Company has not disposed off a substantial part of its fixed assets dunng the year and the gong concern status of the Company is not affected.

2. a. As explained to us. inventories have been physically verified by the management at reasonable intervals dunng the year.

b. In our opinion and according to the information and explanation given to us. the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and according to information & explanation given to us. The Company has maintained proper records of inventories. As explained to us. there was no material discr epancies noticed on physical venfication of inventory as compared to the book records.

3. The company has neither granted nor taken any loans, secured or unsecured to/lrom companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. consequently, the requirement of clause (iii) (b)(c)(d) (f) and (g)of the said order are not applicable to the Company.

4. In our opinion arvd according to the information and explanations given to us, there are adequate internal control system commensurate with the Size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a. In our opinion and according to the information and expiations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered in the register, maintained under the said section have been so entered.

b. In our opinion and according to the information and explanation given to us, the transactions exceeding the value of Rupees five lacs in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information & explanation given to us. the company has not accepted deposits from public within the meaning of Section 58Aand 58AAor any other relevant provisions of the Companies Act. 1956 and the Rules framed there under.

7. In our opinion and according to the information and explanation given to us, the Company has an internal Audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the cost records mantained by the Company pursuant to the Companies (Cost Accounting Records) Rules. 201 I prescnbed by the Central Government under Section 209( 1 Xd) of the Companies Act, 1956 and are of the opinion that Rrirna facie the prescribed cost records have been maintained. We have, however , not made detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. a. According to the records of the Company, undisputed statutory dues including Provident Fund. Employee State Insurance, Income Tax. Sales Tax. Wealth-Tax. Service Tax, Custom Duty, Excise;Duty, Cess and other statutory dues; have been generally regularly deposited with the appropriate authorities except for delays in some cases. According to the information and explanation given to us, no undisputed amount payable In respect of the aforesaid dues were outstanding as at 31 st March, 2014 forapenod of more than six months from the date of becoming payable.

b. The disputed statutory dues aggregating to Rs.424.09 Lacs (Gross demand of Rs.917.32 Lacs less deposited their against of Rs.493.23 Lacs) have not been deposited on; account of disputed matters pending;befdre appropriate iaUthorities as; per details given below: ;

Name of the Nature of the dues Period which the Amount staure amount relates

AY 2001-02. Income Tax Act Income Tax Matters 2003-04,2004-05 69.21

2005-06,2006-07 2007-08.2008-09 2009-10

Central Excise Excise Duty & FY. 1998-99. Act & Finance Ad Service Tax 2004-05, 2006-07, 466.18 2007-08. 2008-09

Central Sales Tax F.Y 1998-99. Act and Sales Tax Sales Tax 1999-00.2000-01, 361.93 Act of various 2001-02,2002-03, States 2003-04.2004-05, 2005-06.2006-07, 2007-08. 2008-09

Name of the Form where dispurte is pending staure

Income Tax Act CIT (Appeals) Alwar & Jaipur. ITAT Jaipur

Central Excise CESTAT High Court of Rajasthan. Act & Finance Ad Ad Commtssonar Central Excise. Asst. Comm. Of Service Tax, Joint

Central Sales Tax Act and Sales Tax Dy. Comm. (Appeal), Rajasthan Tax Act of various Board, Joint Commissioner (Appeal) States

10. The Company does not have accumulated Losses at the end of the financial year. The Company has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debenture.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund / nidhi /mutual benefit fund/ society. Therefore, the provision of clause (xiii) of paragraph 4 of the order are not applicable to the Company,

14. The company is not dealing or trading in shares, securities, debentures. However records of investment in securities are properly maintained. Further such securities have been held by the Company in; Its own name.

15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks orfinanoal institutions.

16. According to the information and explanation given to us, and record examined by us the term loans have been applied for the purpose for which they were raised; :

17. According to the information and explanation given to us and an overall examination of the balance sheet of the company, we are of the opinion that there no funds raised on short term basis that have been used for longterm investment.

18. According to the information and explanations given to us and in our opinion during the year the company has not made preferential allotment of shares to parties & companies covered in the register maintained under section 301 of the Companies Act. 1956.

19. No debentures has been issued by the company during the year.

20. The Company has not raised any monies by way of Public Issues dunng the year.

21. According to the information and explanation given to us. no fraud on or by the company has been noticed and reported during the year.

For S.Singhal & Co. Chartered Accountants (Registration No. 001526Q

Dated : 29.05.2014 (R.K.Gupta) Place : Gurgaon PARTNER M.No.073846


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Kamdhenu Ispat Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary d significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements thai give a true and fair view of the financial position, I manual performance and cash flaws of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 21 I (3C) of the Companies Act 1956 ("tfie Act"). This responsibility includes die design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a hue and fair view and are free from material misstatement, wnether due to fraud or eiraj.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit, We conducted our audi1, in accordance with the Standards on Auditing issued by Ihe institute o) Chartered Accountants of India. Those Standards require that we comply with elhical requirements and plan and perform the audit to obtain treasonable assuiance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures m trie financial statements. The procedures selected depend on the auditor''s judgment, induding the assessment of the risks of material misstatement of the (inanoal statements, whether due tu fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fai^- presentation of the financial statements >n order to design audit procedures that are appropriate in the a cumstances, An audit also includes evaluating the appropnateness of accounting policies used and the reasonableness of the accounting estmales made by management, as well as evaluating the overall presentation of the financial statements.

We believe thai the aud it evidence we have obtained is sufficient and appropriate to provide a basts for ou r aud itopinion.

Opinion

In our opinion and to the best of our information and according to the explanations given o us, the aforesaid financial statements give the information required by the Act In the manner so required and give a true and lair View in conformity with the accounting principles generally accepted in India;

(aj In die case of the Balance Sheet of the state ofaffairs of die Company as at March 31.2013;

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

ft) In the case of the Cash Flow Statement, of me cash Hows for the year ended an thai dale.

Report on Other Legal and Regulatory Requirements

1. As fiequired by the Companies (Auditor''s Report) Of dei 2003 ("the Order") issued by the Cervtral Government of India in terrra of Section 227(4A) of the Act, we give in the Annexure a statement on the matters speofied in paragraphs 4 and S 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 thepurposeofouraudit;

b. In our opinion, proper books of account as required py law have been kept by the Company so far as appears Irom our examination of those books;

The Balance Sheet, the Statement of Profit and Los, and the Cash FJow Statement dealt with by this Report, are h> agreement with the books ol account:

d In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards r eferred to in sertion 2 M CJQ of the Act;

e. On the basis of the written representations received from the directors as on March 31L 2013, taken on necond by the Board of Directors, none of the directors is disqualified as on Marrh 31 , 201 3, from bring appointed as. 4 director in terms of Section 274( I Xgjofttie Act.

1a. The com par.y has maintained proper records showing full particulars, including quantitative details and situation of fixed assets

on the basis of available information.

b. According to The informato 1 & explanation given to us. the fixed assets has been physically verified by the management during the year in a phased periodical manner; winch in our opfmon. is reasonable having regard to the size of the company and the nature of the assets. No matenaj discrepancies we ne noticed on such verification.

c., in our opinion. theCompany has not disposed ofl a substantial part of its fixed assets dunngtheyear andthe going concern status of the Company ts notaffeaed.

2, a. As expired to us, inventories have been physically verified by the management at reasonable intervals during the year.

h in our opinion and according to the information and explanation gtven to us. the procedures of physical verification of inventory tbl lowed by the management are reasonable and adequate in relation to the size of the company and the nature ot its business.

l. In our opinion arid according to information & explanation given to us, The Company has maintained proper records ol inventories. As explained to us. there was no material discrepancies noticed on physical verification of inventory as compared 10 the boofc records,

3, The company has neither granted nomken any loans, secured or unsecured to/from companies, firms or other paties covered m the register maintained under section 301 of the Companies Act, I 956. consequently, the requirement ot clause (iii) (b) (c) (d) (0 and (g) of the said order are not applicable to the Company.

4, in our opinion and according to the infomiabon and explanations given to us. there ans adequate internal control system commensurate With the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sa''e of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknessesm internal control system.

5, a. In our opinion and atcordjng to the information and explanations given to us, the particulars oi contracts or arrangements tefep red to in section 301 of the Companies Act, 1956 that need to be entered in tne register, maintained under the said section have been so entered.

b. In our opinion and according to the information anc explanation given to us, the transactions exceeding the value of Rupees five lacs in respect of each party dunngthe year have been made at prices which are reasonable having regard to the prevailing market pneesat the relevant time, where such prices are available.

6, In our opinion anc! according to the information & explanation given to us, the company has not accepted deposits from public within the meaning of Section 58A and SBAAor any other relevant provisions of the Companies Act, 1956 and the Rules framed thereunder.

7, In our opinion and according to the information and explanation given to us, the Company has an internal Audit system commensurate with die size and nature ol its business.

6. We have btoadly re viewed the tost records maintainedbyihe Compai iy pursuant to the Companies (Cost Accounting Records) Rules. 201 i prescrined dy the Central Government under Section 209( I )(d) of the Companies Act, 1956 and arc of the opinion that Prima facie the prescribed cost records are general and not in precise mariner lor the product of the Company. We have, howes/er. not made detailed examination of the ccjstrecarcJs with a viewto determine whether they are accurate or complete.

9. a, Accord ir>g to the records of the Company, undisputed statutory dues including provident Fund, Employee State Insurance, Income Tax. Sales tax, VVaalth-tax, Seivlce Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally mgulaity deposited wth the appropriate authorities except for delays in some cases. Acceding tc the information and explanation given to us, no undisputed amount payable in respect of the aforesa''d dues were outstanding as at 31st March , 2Q13 for a pehod of more than srx months from the date of becoming payable.

10 The Company does not have accumulated Losses at the end of the financial year. The Company nas not Incurred any cash losses dunngthe financial year covered by our audit or in the immediately pieceding financial year.

I I Based on our audit procedure and according to the information and explanations given to us, we are of the opmion that the company has not defaulted m repayment of dues to financial institution or banks. The company has not issued any debenture.

12. In our opinion and according tc the explanations given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion, the company is not a chit fund / nidhi /mutual benefit fund/ society. Therefore, the provision of clause (xlli) of paragraph 4 ofthe order are not applicable to the Company.

The company is not dealing or trading in shares, securities, debentures. However records of investment in securities are properly mrjintained. Further such securities have been held by the Com pany in its own name-

15 According to the information and explanation given to us. trie company has not given any guarantee for loans taken by others from banks or financial institutions-

16. According to the information and explanation given to us, and record examined by us the term loans hav''e been applied for the purpose lor A/hich they Were raised.

17. According to the information and explanation given to us and an overall examination of the balance sheet of the company, we are of the opinion that there notunds raised on short term basis that have been used tor long term investment.

18. According to the information and explanations grven to us and in our opinion dunng the year the company has made pi eferenthal allotment of shares to parties & companies covered m the register maintained under section 301 of the Companies Act, 1956 & price at which shares have been issued is not prejudicial to the interest of the Company

19. No detKnturcs has been issued by the company dunhg the year,

20. TheCompanyhas not raised any monies bywayof Pu bile Issues durmg the year.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed and reported during the year.

For S.Singh al & Co.

Chartered Accountants

(Registration No, 00I5Z6Q

(R.K.Gupta)

Dated ; 30,05.2013 PARTNER

Place; New Delhi M. No. 073 846


Mar 31, 2012

We have audited the attached Balance Sheet of KAMDHENU ISPAT LIMITED as at 31st March, 2012 and the Statement of Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. 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 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 Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, We annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order, to the extent applicable.

3 Further to our comments in the annexure referred to in paragraph 2 above we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

(c) The Balance Sheet and Statement of Profit and Loss and cash flow statement dealt with by this report are in agreement with the books of accounts;

(d) In our opinion the Balance Sheet, statement of Profit & Loss and Cash Flow Statement dealt with by this report have been prepared in compliance with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act., 1956.

(e) On the basis of written representation received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of Sub section (I) of section 274 of the Companies Act. 1956;

(f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the 'Significant Accounting Policies and Notes to Accounts thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(i) In the case of the Balance Sheet of the State of Affairs of the Company as at 31st March, 2012 ;

(ii) In the case of the Statement of Profit & Loss of the Profit of the Company for the year ending on 31st March, 2012 ; and

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

ANNEXURE TO AUDITORS REPORT

Referred to in paragraph 2 of our report of even date

1. a. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b. According to the information & explanation given to us, the fixed assets has been physically verified by the management during the year in a phased periodical manner, which in our opinion, is reasonable having regard to the size of the company and the nature of the assets. No material discrepancies were noticed on such verification.

c. In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. a. As explained to us, inventories have been physically verified by the management at reasonable intervals during the year.

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

c. In our opinion and according to information & explanation given to us, The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act,1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act,1956 that need to be entered in the register, maintained under the said section have been so entered.

b. In our opinion and according to the information and explanation given to us, the transactions exceeding the value of Rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time, where such prices are available.

6. In our opinion and according to the information & explanation given to us, the company has not accepted deposits from public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act,1956 and the Rules framed there under.

7. In our opinion and according to the information and explanation given to us, the Company has an internal Audit system commensurate with the size and nature of its business.

8. 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 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie that prescribed cost records are general and not in precise manner for the product of the Company. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. a. According to the records of the Company, undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities except for delays in some cases. According to the information and explanation given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable.

b. The disputed statutory dues aggregating to Rs. 469.58 Lacs, (Gross demand of Rs. 1032.83 Lacs less deposit under protest of Rs. 563.25 Lacs) have not been deposited on account of disputed matters pending before appropriate authorities as per details given under :-

Name of the Nature of Period to which Amount Forum where Dispute is pending Statute the Dues the amount relates (Rs.in Lacs)

Income Tax Act Income Tax F.Y. 2001-02, 2003-04, 2004-05, 360.95 C I T (Appeals) 2005-06, 2006-07 Alwar & Jaipur 2007-08, 2008-09 Rajasthan 2009-10

Central Excise Excise Duty & F. Y. 1998-99, CESTAT, High Court of Rajasthan, Act & Finance Act Service tax 2004-05, 2006-07, 286.93 Ad. Commissioner Central Excise, 2007-08, 2008-09 Asst. Comm. Of Service Tax, Joint 2009-10, 2010-11 Commissioner of Central Excise

Central Sales F. Y. 1998-99, Dy. Comm. (Appeal), Rajasthan Tax Tax Act and Sales Tax 1999-00, 2000-01, 384.95 Board, Joint Commissioner (Appeal) Sales Tax Act of 2001-02, 2002-03, various State 2003-04, 2004-05, 2005-06, 2006-07, 2007-08, 2008-09



10. The Company has no accumulated Losses at the end of the financial year. The Company has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debenture.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi /mutual benefit fund/ society. Therefore the provision of clause (xiii) of paragraph 4 of the order are not applicable to the Company.

14. The company is not dealing or trading in shares, securities, debentures and other investments as business.

15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. According to the information and explanation given to us, and record examined by us the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanation given to us and an overall examination of the balance sheet of the company, we are of the opinion that there no funds raised on short term basis that have been used for long term investment.

18. According to the information and explanations given to us and in our opinion during the year the company has not made preferential allotment of shares to parties & companies covered in the register maintained under section 301 of the Companies Act,1956 & price at which shares have been issued is not prejudical to the interest of the Company.

19. No debentures has been issued by the company during the year.

20. The Company has not raised any monies by way of Public Issues during the year.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed and reported during the year.

For S.SINGHAL & CO

Chartered Accountants

(Reg No.001526C)

Date: 30.05.2012

Place: Gurgaon (R.K.Gupta)

PARTNER

M.No 073846


Mar 31, 2010

We have audited the attached Balance Sheet of KAMDHENU ISPAT LIMITED as at 31st March, 2010 and the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. 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 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 Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, We annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order, to the extent applicable.

3 Further to our comments in the annexure referred to in paragraph 2 above we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

(c) The Balance Sheet and Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts;

(d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report have been prepared in compliance with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act., 1956.

(e) On the basis of written representation received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of section 274(1)(g) of the Companies Act. 1956;

(f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the Schedule 22 of “Significant Accounting Policies and Notes to Accounts, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(I) In the case of the Balance Sheet of the State of Affairs of the Company as at 31st March, 2010 ;

(ii) In the case of the Profit & Loss Account of the Profit of the Company for the year ending on 31st March, 2010 ; and

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



ANNEXURE TO AUDITORS REPORT

Referred to in paragraph 2 of our report of even date

1. a. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b. According to the information & explanation given to us, the fixed assets has been physically verified by the management during the year in a phased programme which in our opinion, is reasonable having regard to the size of the company and the nature of the assets. No material discrepancies were noticed on such verification.

c. In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. a. As explained to us, inventories have been physically verified by the management at reasonable intervals during the year.

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

c. In our opinion and according to information & explanation given to us, The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act,1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements

referred to in section 301 of the Companies Act,1956 that need to be entered in the register, maintained under the said section have been so entered.

b. In our opinion and according to the information and explanation given to us, the transactions exceeding the value of Rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time, where such prices are available.

6. In our opinion and according to the information & explanation given to us, the company has not accepted deposits from public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act,1956 and the Rules framed there under.

7. In our opinion and according to the information and explanation given to us, the Company has an internal Audit system commensurate with the size and nature of its business.

8. In our opinion the cost records maintained by the company are general and not in precise manner as prescribed by the Central Government U/s 209(1)(d) of the Companies Act,1956 for the product of the Company. We have however not made a detailed examination of the records.

9. a. According to the records of the Company, undisputed statutory dues including Provident Fund, Employee State Insurance,

Income Tax, Sales tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities except for delays in some cases. According to the information and explanation given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months from the date of becoming payable.

b. The disputed statutory dues aggregating to Rs. 513.05 Lacs, were demanded and their against Rs 149.21 Lacs has been

deposited under protest ,on account of matters pending before appropriate authorities are as under :-

Name of the Nature of Period to which Amount Forum where Dispute is pending Statute the Dues the amount relates (Rs.in Lacs)

Income Tax Act Income Tax A.Y. 1996-97,

Matters 2001-02, 2004-05, 20.90 C I T ( Appeals)

2005-06.

Central Excise Excise Duty & F. Y. 1998-99, CESTAT, High Court of Rajasthan,

Act & Finance Act Service tax 2004-05, 2006-07, 125.62 Adl. Commiss- ioner Central Excise,

2007-08, 2008-09 Asst. Comm. Of Service Tax, Joint

Commissioner of Central Excise

Central Sales F. Y. 1998-99, Dy. Comm.(Ap- peal), Rajast- han Ta x

Ta x Act and Sales Tax 1999-00, 2000-01, 366.53 Board, Joint Commissioner (Appeal)

Sales Ta x Act of 2001-02, 2002-03,

various State 2003-04, 2004-05,

2005-06, 2006-07, 2007-08, 2008-09



10. The Company has no accumulated Losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debenture.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi /mutual benefit fund/ society.

14. The company is not dealing or trading in shares, securities, debentures and other investments as business.

15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. According to the information and explanation given to us, and record examined by us the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanation given to us and an overall examination of the balance sheet of the company, we are of the opinion that there no funds raised on short term basis that have been used for long term investment.

18. According to the information and explanations given to us and in our opinion during the year the company has not made any preferential allotment of shares to parties & companies covered in the register maintained under section 301 of the Companies Act,1956.

19. No debentures has been issued by the company during the year.

20. The Company has not raised any monies by way of Public Issues during the year.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed and reported during the year.



For S.SINGHAL & CO

Chartered Accountants

(Reg No.001526C)

Date: 29.05.2010 Place: Gurgaon

(R.K.Gupta)

PARTNER

M.No 073846

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