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Auditor Report of Mahalaxmi Seamless Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Mahalaxmi Seamless Limited ("the company"), which comprise the Balance Sheet as at 31 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 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 provision 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 provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 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.

Report on other Legal and Regulatory Requirements

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 Companies Act, 2015, 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, we report that:

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as 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 written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters included in the Auditor's Report and to our best of our information and according to the explanations given to us :

i) The Company does not have any pending litigations which would impact its financial position except as below :

There are some labour related matters pending in the Labour Court at Raigad and Mumbai. The Company's Liability towards such matters cannot be ascertained.

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

iii) The Company has Rs. 1,58,738/- related to financial year 2007-2008 required to be transferred to investor education and protection fund.

Annexure to Auditors Report

(Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date)

i) In respect of its fixed assets:

a. In our opinion Company is not maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b. As explained to us, the fixed assets of the Company have been physically verified during the year by the management, but in view of Inadequate fixed assets records we are unable to comment on discrepancies.

c. The Company has not disposed off substantial parts of fixed assets during the year.

ii) In respect of its inventories:

a. The inventory has been physical verified during the year by the management at reasonable intervals.

b. The procedures followed by the management for physical verification of stock are in our opinion reasonable and adequate in relation to the size of the company and nature of its business.

c. In our opinion and according to the information and explanation given to us, the company has maintained proper records of its inventories and discrepancies were noticed on verification between the physical stock & book stock were not material have been properly dealt with in the books of account.

iii) In respect of the loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013:

a. The Company has not granted any loan, secured or unsecured to companies, firms, or other parties covered in the register maintained under section 189 of the Act.

b. In view of our comments in Para iii) (a) above, clauses (iii) (a) and (b) of the said Order are not applicable to the Company.

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 the nature of its business for the purchases of inventory and fixed assets and for the sale of goods and services, however, in our view, it needs to be further strengthened. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control systems.

v) The company has not accepted deposits, hence clauses (v) of the said Order is not applicable to the Company.

vi) Based on the information and explanation provided to us, the Company has maintained the cost records prescribed by the Central Government under Section 148 (1) of the Companies Act, 2013. However, we have not made detailed examination of such cost records with a view to determine whether they are maintained adequately.

vii) In respect of statutory dues:

a. Accordingly to the records of the Company, the undisputed statutory dues including Provident Fund, ESIC, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, and Cess have generally been regularly deposited with the appropriate authorities except certain delays. According to the information and explanations given to us, there are no undisputed amount payable in respect of such statutory dues which have remained outstanding as at 31st March, 2015 for a period more than six months from the date they became payable.

b. According to the information and explanations given to us, the Company has no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of disputes with the related authorities except as below:

Nature of Liability Financial year to Amount (Rs.) which it concerns

Income tax Liability F.Y. 2008-09 12,93,013/-

Income tax Liability F.Y. 2009-10 4,42,2107-

Sales Tax Liability F.Y. 2004-05 65,57,957/-

c. According to information and explanation given to us, the Company has Rs. 1,58,738/- related to financial year 2007-2008 required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

viii) The accumulated losses as at the end of the financial year do not exceed 50% of the Net Worth and the Company has not incurred cash loss in the current financial year however there was cash loss during the preceding financial year amounting to Rs. 2,59,92,961/-.

ix) In our opinion and according to the information and explanations given to us the Company has not defaulted in repayment of its dues to banks and financial institutions.

x) The Company has not given any guarantees for loans taken by others from banks and financial institutions.

xi) There are no term loans raised during the year.

xii) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For K C P L AND Associates LLP Chartered Accountants Firm No. 119223 W

Mahavir Jain Partner M. No. 121275

Place: Mumbai Date: 30th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of MAHALAXMI SEAMLESS LTD ("the Company"), which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit & 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

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance 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, 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 basis for our audit opinion, except for matters as specified below.

Basis for Qualified Opinion

i) The Company has not taken prior sanction of Board and/or approval of the Central Government for entering into contracts as required under Section 297 (1) of the Companies Act, 1956 in respect of following transactions:

Name of Nature of Transaction Closing Maximum Associates Transaction Amount Balance Amount Company (Rs.) (Rs.)

Vinayak Tubes Sales 65,86,804 Nil 31,39,112

Vinayak Pipes & Sales 11,73,814 13,52,528 23,52,528 Tubes Pvt. Ltd.

Qualified Opinion

In our opinion, and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion, 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 :

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 Profit & Loss Account, of the loss for the year ended on that date.

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 paragraph 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 and Statement of Profit & Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) except for the effects of the matters described in the Basis for Qualified Opinion, In our opinion Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub - section (3C) of Section 211 of the Companies Act,1956.

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March31, 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 referred to in paragraph 3 of Auditors' Report of even date to the members of Mahalaxmi Seamless Limited on the Accounts for the year ended March 31, 2014

1. a) In our opinion Company is not maintaining proper records to show full particulars, including quantitative details and situation of its fixed assets.

b) As explained to us, the fixed assets of the Company have been physically verified during the year by the Management, but in view of inadequate fixed asset records we are unable to comment on discrepancies.

c) The Company has not disposed off substantial parts of fixed assets during the year.

2. a) As explained to us, the inventory of the Company has been physically verified by the Management during the year and at the year end. Inventory lying with third parties and in transit have been verified by the management with reference to the confirmation received from them and/or subsequent receipt of goods.

b) Based on the explanations provided, in our opinion, 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, the company has maintained proper stock records showing quantitative details of each class of inventory, except for work–in- process. There was no material discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in 2(a) above.

3. a) The Company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) i) The Company has taken unsecured loans from Companies, firms or other parties covered in the register maintained under Section 301 of the Act. Details of the same are as follows :

Number of Amount Outstanding Maximum amount Parties at the year End outstanding during (Rs.) the year (Rs.)

One 14,00,000 20,00,000

ii) In our opinion, the rate of interest and terms and conditions of loans taken are not prima facie prejudicial to the interest of the company;

iii) The loan does not carry any interest ;

iv) The repayment of principal amount is not stipulated.

4. In our opinion, there are adequate internal control procedures to 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. Further, during the course of our audit we have neither come across nor have we been informed of any instance of continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. i) To the best of our knowledge and according to the information and explanations given to us, the Company has entered into the transaction exceeding Rs. 5,00,000 that need to be entered in the register pursuant to Section 301 of the Act.

ii) In our opinion, and according to the information and explanation given to us, the transaction made in pursuance of such contract or arrangement and aggregating during the year to Rupees Five Lacs or more in respect of each party have been made at prices which are reasonable having regards to the prevailing market prices at the relevant time, where such prices are available.

6. The Company has not accepted any deposits under the provisions of Section 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company's present internal audit system is not commensurate with its size and the nature of its business.

8. In our opinion the Company has not maintained adequate cost records in terms of Section 209 (1)(d) of the Act for its products.

9. a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on Management representations, in our opinion the Company is generally regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities in India ,except for the following:16. On the basis of review of utilisation of funds on overall basis and related information available to us, the term loans taken by the Company have been applied for the purposes for which they are obtained.

Name of the Nature Amount Period Due Date of Statute of Dues (Rs.) Date Payment

Investor Unclaimed 290,109 2005-06 Over- - Education & Dividend due Protection Fund

b) According to the information and explanations given to us, there are no disputed dues of Income Tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty and Cess which have not been deposited with the appropriate authority, except as stated below:

Name of the Nature of Period of Demand Forum where Statute the Dues which the Amount dispute is amount (Rs.) pending relates

Bombay Assess- FY 2004 70,57,957/- Joint Commis- Sales ment -2005 sioner of Tax Sales Tax (Appeals)

10. The Company has incurred cash losses in the current financial year and in the immediately preceding financial years. The accumulated losses as at the end of the financial year do not exceed 50% of the Net Worth.

11. According to the records of the Company, the Company has not defaulted in repayment of dues to financial institution or banks during the year.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to it.

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year.

15. As informed to us, the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. On the basis of review of utilisation of funds on overall basis and related information available to us, the term loans taken by the Company have been applied for the purposes for which they are obtained.

17. On the basis of review of utilisation of funds on an overall basis, related information as made available to us and as represented to us by the Management, funds raised on short term basis have not been used for long term investment.

18. The Company has not made any preferential allotment of shares during the year.

19. The Company has not issued debentures.

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

21. Based on our examination of the books of accounts carried out in accordance with the generally accepted Auditing Standards in India and according to the information and explanations given to us we report that no fraud on or by the company has been noticed or reported during the year.

For V. B. GOEL & CO.

Chartered Accountants

FRN - 115906W

(Vikas Goel)

Place : Mumbai Partner

Date : 24.06.2014 Membership No. 39287


Mar 31, 2012

1. We have audited the attached Balance Sheet of MAHALAXM1 SEAMLESS LIMITED, as at March 31, 2012 and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 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.

3. As required by the Companies (Auditors'' Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, of India (the Act) and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

b) i) We were not provided with the expenses invoices of Rs. 36,89,852. Fixed Deposits with Bank to the extent of Rs. 30,13,094/- have not been reconciled.

ii) The company has not maintained proper stock records showing quantitative details of each class of inventory.

iii) The balances with excise authorities have not been reconciled. Except for the above, 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) The Accounting Standard 15 requires the Company to make provision of retirement benefits viz earned leave on accrual basis and accounted for in accordance with the prescribed method. The Company has not determined and accounted the liability in accordance with that and accordingly adequate disclosure has not been made. The amount in respect of the same has also not been quantified and hence the effect thereof on profit and liability is unascertained.

Except for the above, in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards referred to in Section 211 (3C) of the Act;

e) On the basis of the written representations received from the Directors and taken on record by the Board of Directors of the Company, none of the Directors is disqualified as on March 31, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

f) i) The Company has not taken prior sanction of Board and/or approval of the Central Government for entering into contracts as required under Section 297 (1) of the Companies Act, 1956 in respect of following transactions: Nature of Transaction Closing Maximum Name of the Persons Transaction Amount Balance Amount (Rs) (Rs.) (Rs.)

Vinayak Tubes Purchases 48,58725 50,51,990 60,51,990 Sales 1,27,30,793

Vinayak Steels Purchases 1,45,21,334 15,77,515 1,60,98,849

Excel tubes Corporation Sales 42,48,579 9,11,856 13,31,820

ii) The service tax credit of Rs. 18,00,692 is outstanding in books of accounts but the amount is not reflected in service tax register. The company is not having proper records for the utilization of service tax credit and in our opinion the amount may not be available for credit. The current assets are overstated by Rs. 18,00,692.

iv) The Company has not ascertained and disclosed information as required by the Micro, Small and Medium Enterprises Development Act, 2006. (refer note II (j) in Schedule 20 -Notes to Accounts).

g) Subject to our remarks in clause (b), (d) and (f) above, in our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, Profit and Loss Account and Cash Flow Statement together with the Notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also 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 March 31, 2012;

ii) in the case of the Profit and Loss Account, of the Loss for the year ended on that date; and

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

1, a) In our opinion Company is not maintaining proper records to show full particulars, including quantitative details and situation of its fixed assets.

b) As explained to us, the fixed assets of the Company have been physically verified during the year by the Management, but in view of inadequate fixed asset records we are unable to comment on discrepancies.

c) The Company has not disposed off substantial parts of fixed assets during the year.

2, a) As explained to us, the inventory of the Company has been physically verified by the Management during the year and at the year end. Inventory lying with third parties and in transit have been verified by the management with reference to the confirmation received from them and/or subsequent receipt of goods.

b) Based on the explanations provided, in our opinion, 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, the company has not maintained proper stock records showing quantitative details of each class of inventory. Hence, we are unable to comment whether the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in 2(a) above are material or not.

3, a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) The Company has not taken any loans from Companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4, In our opinion, there are adequate internal control procedures to commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assejs and for the sale of goods. Further, during the course of our audit we have neither come across nor have we been informed of any instance of continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5, i) To the best of our knowledge and according to the information and explanations given to us, the Company has entered into the transaction exceeding Rs. 5,00,000 that need to be entered in the register pursuant to Section 301 of the Act.

ii) In our opinion, and according to the information and explanation given to us, the transaction made in pursuance of such contract or arrangement and aggregating during the year to rupees five lacs or more in respect of each party have been made at prices which are reasonable having regards to the prevailing market prices at the relevant time, where such prices are available.

6. The Company has not accepted any deposits under the provisions of Section 58A and 58AA of the Act and the rules framed there under.

7, In our opinion, the Company''s present internal audit system is not commensurate with its size and the nature of its business.

8, In our opinion the Company has not maintained adequate cost records in terms of Section 209 (l)(d) of the Act for its products.

9. a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on Management representations, in our opinion the Company is generally regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities in India except as given below :

Name of the Statute Nature of Amount Period to Due Date Date of the Dues (Rs.) which the Payment amount relates

Maharashtra Profession 3,700 March 2012 20th April 2012 Not Paid Profession Tax, 1975 till date

BST Act Sales Tax 11,25,692 1996-2001 30th April 2011 Not Paid (deferment) till date

CST Act Central 9,81,325 1996-2001 30th April 2011 Not Paid Sales Tax (deferment) till date

b) According to the information and explanations given to us, there are no disputed dues of Income Tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty and cess which have not been deposited with the appropriate authority, except as stated below:

i) Disputed sales tax liability of Rs. 65,57,957/-for F.Y. 2004-05 under appeal

ii) Disputed excise liability raised by the Central Excise Dept and under appeal is as follows :

- Disputed excise liability for the period Jan 2011 to Dec 2011 for Rs.13,11,717/-

- Disputed excise liability for the period Aug 2009 to Dec 2009 for Rs.2,47,911/-

- Disputed excise liability for the period Jan 2010 to May 2010 for Rs.3,67,760/-

- Disputed excise liability for the period Jun 2010 to Dec 2010 for Rs.11,83,336/-

The information as regards the forum before which the disputes are pending is not furnished since the relevant data is not provided to us.

10. The Company has no accumulated losses as at the end of the financial year and it has incurred CMh losses in the current financial year and in the immediately preceding financial years.

11. According to the records of the Company, the Company has not defaulted in repayment of dues to financial institution or banks during the year.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to it.

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year.

15, As informed to us, the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16, On the basis of review of utilization of funds on overall basis and related information available lo us, the term loans taken by the Company have been applied for the purposes for which they are obtained.

17, On the basis of review of utilization of funds on an overall basis, related information as made available to US and as represented to us by the Management, funds raised on short term basis have been used for long term investment.

18. The Company has not made any preferential allotment of shares during the year.

19. The Company has not issued debentures.

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

21. Based on our examination of the books of accounts carried out in accordance with the generally accepted Auditing Standards in India and according to the information and explanations given to us we report that no fraud on or by the company has been noticed or reported during the year.

For V. B. GOEL & CO.

Chartered Accountants

FRN:115906W

(Vikas Goel)

Place: Mumbai Partner

Date : 03.09.2012 Membership No. 39287


Mar 31, 2011

1. We have audited the attached Balance Sheet of MAHALAXMI SEAMLESS LIMITED, as at March 31, 2011 and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 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.

3. As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, of India (the Act) and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company. a

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

b) i) We were not provided with the raw materials purchase invoices of Rs. 46,11,758 and expenses invoices of Rs. 1,07,17,258.

ii) The company has not maintained proper stock records showing quantitative details of each class of inventory.

Except for the above, 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) The Accounting Standard 15 requires the Company to make provision of retirement benefits viz earned leave on accrual basis and accounted for in accordance with the prescribed method. The Company has not determined and accounted the liability in accordance with that and accordingly adequate disclosure has not been made. The amount in respect of the same has also not been quantified and hence the effect thereof on profit and liability is unascertained.

Except for the above, in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards referred to in Section 211 (3C) of the Act;

e) On the basis of the written representations received from the Directors and taken on record by the Board of Directors of the Company, none of the Directors is disqualified as on March 31, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

f) i) The Company has not taken prior sanction of Board and/or approval of the CentralGovernment far entering into contracts as required under Section 297

(1) of the Companies Act, 1956 in respect of fallowing transactions:

Nature of Transaction Closing Maximum Name of the Persons Transaction Amount Balance Amount (Rs (Rs (Rs.)

Purchases 1,16,81,328 VinayakTubes 1/74/53,783 59'29'922 95'97'167

Riddi Siddhi & Co ~ Sales 12,73,112 ~ (3,371) 12,76,139

Sarayu Issue

Management Services 24.818 42.354 70,000 Pvt. Ltd._

Vinayak Steels Purchases 5.48.447 1,60,98,849 1,60,98,849

bales 1,66,47,296

Excel tubes Corporation Sales 35,61,275 9,98,912 17,13,442

Madras Steels & Tubes Purchases 47.52.377 12,74,355 65,12,150

Sales 2,52,28,651

Amount in brackets indicate amount payable by the company

ii) The company has not taken approval of shareholders by way of special resolution to appoint Mr Rishi Jalan, a relative of director on a yearly remuneration of Rs. 6,00,000 under section 314(1) of companies Act'1956.

iii) The service tax credit of Rs. 17,01,726 is outstanding in books of accounts but the amount is not reflected in service tax register. The company is not having proper records for the utilization of service tax credit and in our opinion the amount may not be available for credit. The current assets are overstated by Rs. 17,01,726.

iv) The Company has not ascertained and disclosed information as required by the Micro, Small and Medium Enterprises Development Act, 2006. (refer note II (j) in Schedule 20 - Notes to Accounts).

g) Subject to our remarks in clause (b), (d) and (f) above, in our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, Profit and Loss Account and Cash Flow Statement together with the Notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also 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 March 31, 2011;

ii) in the case of the Profit and Loss Account, of the Loss for the year ended on that date; and

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

Annexure referred to in paragraph 3 of Auditors' Report of even date to the members of Mahalaxmi Seamless Limited on the Accounts for the year ended March 31, 2011

1. a) In our opinion Company is not maintaining proper records to show full particulars, including quantitative details and situation of its fixed assets.

b) As explained to us, the fixed assets of the Company have been physically verified during the year by the Management, but in view of inadequate fixed asset records we are unable to comment on discrepancies.

c) The Company has not disposed off substantial parts of fixed assets during the year.

2. a) As explained to us, the inventory of the Company has been physically verified by the Management during the year and at the year end. Inventory lying with third parties and in transit have been verified by the management with reference to the confirmation received from them and/or subsequent receipt of goods.

b) Based on the explanations provided, in our opinion, 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, the company has not maintained proper stock records showing quantitative details of each class of inventory. Hence, we are unable to comment whether the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in 2(a) above are material or not.

3. a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) The Company has taken interest free unsecured loans from Companies, firms or other parties covered in the register maintained under Section 301 of the Act.

No of Parties Maximum amount Closing Balance

outstanding (Rs)

(Rs)

One(l) 7,00,000 Nil

c) In our opinion the term and conditions of such loan are prima facie not prejudicial to the interest of the company.

4. In our opinion, there are no adequate internal control procedures to 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. Further, during the course of our audit we have neither come across nor have we been informed of any instance of continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. i) To the best of our knowledge and according to the information and explanations given to us, the Company has entered into the transaction exceeding Rs. 5,00,000 that need to be entered in the register pursuant to Section 301 of the Act.

ii) In our opinion, and according to the information and explanation given to us, the transaction made in pursuance of such contract or arrangement and aggregating during the year to rupees five lacs or more in respect of each party have been made at prices which are reasonable having regards to the prevailing market prices at the relevant time, where such prices are available.

6. The Company has not accepted any deposits under the provisions of Section 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company's present internal audit system is not commensurate with its size and the nature of its business.

8. The Company has not maintained cost records in terms of Section 209 (l)(d) of the Act for its products.

9. a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on Management representations, in our opinion the Company is generally regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities in India except as given below :

Name of the Nature of Amount Period to Due Date .Date of

Statute the Dues (Rs.) which the Payment

amount relates

Maharashtra Profession 3,356 March 2010 20th April Not Paid till

Profession Tax 2010 date

Tax, 1975

Finance Act, Service Tax 7938 September, 05th October, Not Paid till

1994 2009 2009 date

Finance Act, Service Tax 47,487 February 05th March Not Paid till

1994 2010 2010 date

Finance Act, Service Tax 51,083 March 2010 31st March, Not Paid till 1994 2010 date

b) According to the information and explanations given to us, there are no dues of Income Tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty and cess which have not been deposited with the appropriate authority on account of any dispute.

10. The Company has no accumulated losses as at the end .of the financial year and it has incurred cash losses in the current financial year and in the immediately proceeding financial years.

11. According to the records of the Company, the Company has not defaulted in repayment of dues to financial institution or banks during the year.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to it.

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year.

15. As informed to us, the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. On the basis of review of utilization of funds on overall basis and related information available to us, the term loans taken by the Company have been applied for the purposes for which they are obtained.

17. On the basis of review of utilization of funds on an overall basis, related information as made available to us and as represented to us by the Management, funds raised on short term basis have not been used for long term investment.

18. The Company has not made any preferential allotment of shares during the year.

19. The Company has not issued debentures.

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

21. Based on our examination of the books of accounts carried out in accordance with the generally accepted Auditing Standards in India and according to the information and explanations given to us we report that no fraud on or by the company has been noticed or reported during the year.

For V.B. GOEL & CO. Chartered Accountants FRN - 115906W



(Vikas Goel)

Partner

Membership No. 39287

Place: Mumbai

Date: 1-12-11

 
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