Auditor Report of MOIL Ltd.

Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of MOIL Limited (‘the Company’), which comprise the Balance Sheet as at 31st March, 2018, the statement of Profit and Loss (including other comprehensive income), the statement of Cash flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Standalone Financial Statements”).

Management’s Responsibility for the Standalone 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 standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015

and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. In conducting 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 and the order issued under section 143(11) of the Act.

We conducted our audit of the standalone financial statements 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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 standalone 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 31st March, 2018, and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required under section 143(5) of the Companies Act, 2013 we give in the Annexure “A” a statement on directions issued by the Comptroller & Auditor General of India after complying the suggested methodology of audit, action taken thereon and its impact on the accounts and standalone financial statement of the company.

2) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure “B” a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss (including other Comprehensive Income), the Statement of Cash Flows and the Statement of changes in equity dealt with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.

(e) As per notification no. GSR 463(E) dated 5th June 2015 issued by the Ministry of Corporate Affairs, Government of India, Section 164(2) of the Companies Act, 2013 is not applicable to the Company;

(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 C”; 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:-

1) The company has disclosed the impact of pending litigation on its financial position in its standalone financial statement – Refer Note 14.4.7 to the standalone financial statements.

2) There are no long term contracts including derivative contracts, which require provision for material foreseeable losses.

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

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT OF

MOIL LIMITED FOR THE FY 2017-2018

(As referred to in Paragraph 2 under Report on Legal and Regulatory Requirements of our report Companies (Auditors Report) Order, 2016 issued by the Central Government of India in terms of section 143(11) of the Act )

In terms of the information and explanations sought by us and given by the company and books & records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that :-

(i) In respect of the Company’s fixed assets :-

(a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the management has physically verified fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regards to the size of the Company and the nature of assets.

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

(ii) The Company has a regular program of physical verification of its inventories. Inventories were verified during the year and no material discrepancies were noticed on such verification.

(iii) According to the information and explanations 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 (‘the Act’).

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investments, guarantees and security.

(v) According to the information and explanations given to us, the company has not accepted any deposits under the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) The Central Government has prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act and prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has generally been regular in depositing with the appropriate authorities the undisputed statutory dues including Provident Fund, Employee State Insurance, Income-Tax, Sales-Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues applicable to it during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Income-Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues were in arrears as at 31st March, 2018 for a period of more than 6 months from the date they became payable.

(b) The dues of Income Tax, Entry Tax and Value Added Tax and Duty of Excise which have not been deposited by the Company on account of various disputes relating to Assessment Dues are as under :-

Name of the Statute	Amount Demanded (In Rs. Lacs)	Amount Paid Under Protest (In Rs. Lacs)	Period to Which the Amount Relates	Forum where the dispute is Pending
INCOMETAX ACT,1961	384.82	384.82	2006-07	High Court
	451.79	451.79	2008-09
	60.01	60.01	2009-10
	584.96	584.96	2009-10
	45.01	45.01	2010-11
	116.99	116.99	2011-12	Commissioner of
	310.23	310.23	2012-13	IncomeTax (Appeals)
	45.61	45.61	2013-14
	82.62	82.62	2014-15
	169.53	169.53	2015-16
M.P.ENTRYTAXACT,1975	13.68	6.70	2008-09	M.P. Commercial
	6.28	6.28	2012-13	Tax Appellate Board,
				Bhopal
	2.86	0.72	2013-14	M.P. Commercial Tax
				Appeals, Jabalpur
M.S. VAT ACT, 2002	13.68	0.00	2009-10	Sales Tax Appellate
	0.40	0.00	2010-11	(MS)
	2.01	0.00	2011-12
M.P. VAT ACT, 2002	2.28	0.65	2010-11	MP Commercial Tax
	3.68	1.47	2011-12	AppellateBoard,
	9.15	6.66	2012-13	Bhopal
M.S. CST ACT,1956	3.24	1.08	2010-11	Sales Tax Appellate
	0.71	0.47	2011-12	(MS)
M.P. CST ACT,1956	6.10	1.53	2013-14	MP Commercial Tax
				Appeals, Jabalpur
M.P. ENTRY TAX ACT,1975	21.75	2.18	2014-15	MP Commercial Tax
	10.72	1.07	2015-16	Appeals, Jabalpur

(viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders. Accordingly, paragraph 3(viii) of the Order is not applicable.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanations 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) According to the information and explanations given to us, company is exempt from the provision of section 197 read with Schedule V to the Act.

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

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

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

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected to its directors and hence provisions of section 192 of the Companies Act,2013 are not applicable to the company .

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

For M/s. J. S. Uberoi & Co.

Chartered Accountants

Firm’s Registration Number :-111107W

CA Amarjeet Singh Sandhu

Partner

Membership Number :- 108665

Place of Signature :- New Delhi

Date of Report :- 24th May’ 2018

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Mar 31, 2017

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of MOIL Limited (‘the Company’), which comprise the balance sheet as at 31st March, 2017, the statement of profit and loss (including other comprehensive income), the statement of Cash flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “standalone Ind AS Financial Statements”).

Management’s Responsibility for the Standalone 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 standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with releveant rules issued thereunder. 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS 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 standalone Ind AS 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including the Ind AS of the financial position of the Company as at 31st March, 2017 and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required under section 143(5) of the Companies Act, 2013 we give in the Annexure “A” a statement on directions issued by the Comptroller & Auditor General of India after complying the suggested methodology of audit, action taken thereon and its impact on the accounts and standalone Ind AS financial statement of the company.

2) 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 “B” a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

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

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

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

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

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with the relevant rules issued thereunder;

(e) On the basis of the written representations received from the directors as on 31st March 2017, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, 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 C”; 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:-

1) The company has disclosed the impact of pending litigation on its financial position in its standalone Ind AS financial statement – Refer Note 1.1 (25) to the standalone Ind AS financial statements.

2) There are no long term contracts including derivative contracts, which require provision for material foreseeable losses.

3) There are no amounts which were required to be transferred, to the Investor Education and Protection Fund by the company.

4) The Company has provided requisite disclosures in its standalone Ind AS financial statements as to holdings as well as dealing in Specified Bank Notes during the period from 8th November, 2016 To 30th December, 2016 and these are in accordance with the books of accounts maintained by the Company – Refer Note 1.1 (30)(a) to the standalone Ind AS financial statements.

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT OF MOIL LIMITED FOR THE FY 2016-2017

( As referred to in Paragraph 2 of Report on Legal and Regulatory Requirements of our report Companies (Auditors Report) Order, 2016 issued by the Central Government of India in terms of subsection 11 of section 143 of the Act )

In terms of the information and explanations sought by us and given by the company and books & records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that :-

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

(b) As explained to us, the management has physically verified fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regards to the size of the Company and the nature of assets.

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

(ii) The Company has a regular programme of physical verification of its inventories. Inventories were verified during the year and no material discrepancies were noticed on such verification.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken 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 (‘the Act’).

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) According to the information and explanations given to us, the company has not accepted any deposits under the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) The Central Government has prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act and prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has generally been regular in depositing with the appropriate authorities the undisputed statutory dues including Provident Fund, Employee State Insurance, Income-Tax, Sales-Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues applicable to it during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Income-Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues were in arrears as at 31st March, 2017 for a period of more than 6 months from the date they became payable.

(b) The dues of Profession Tax, Income Tax, Entry Tax and Sales Tax which have not been deposited by the Company on account of various disputes relating to Assessment Dues are as under :-

Name of Statute	Amount Demanded (In Rs. Lacs)	Amount Paid Under Protest (In Rs. Lacs)	Period to Which Amount Relates	Forum where the Dispute is pending
PROFESSION TAX ACT, 1975	2.27 7.70	1.13 1.93	2006-07 2007-08	Sales Tax Appellate (MS)
INCOME TAX ACT, 1961	253.00 127.26 451.79 60.01 45.01	253.00 127.26 451.79 60.01 45.01	2006-07 2007-08 2008-09 2009-10 2010-11	Income Tax Appellate Tribunal
	205.10 116.99 310.23 45.61 82.62	205.10 116.99 310.23 45.61 82.62	2009-10 2011-12 2012-13 2013-14 2014-15	Commissioner of Income Tax (Appeals)
M.P.ENTRY TAX ACT, 1975	13.68 6.28	6.70 6.28	2008-09 2012-13	M.P.Commercial Tax Appellate Board, Bhopal
	2.86	0.72		M.P. Commercial Tax Appellate Jabalpur
M.S.VAT ACT,2002	13.68 0.40 2.01	0.00 0.00 0.00	2009-10 2010-11 2011-12	Sales Tax Appellate (MS)
M.P. VAT ACT, 2002	2.28 3.68 9.15	0.65 1.47 6.66	2010-11 2011-12 2012-13	MP Commercial Tax Appellate Board, Bhopal
M.S. CST Act, 1956	3.24 0.71	1.08 0.47	2010-11 2011-12	Sales Tax Appellate (MS)
M.P.CST ACT,1956	6.10	1.53	2013-14	Commercial Tax Officer, Chhindwada
M.P.ENTRY TAX ACT, 1975	21.75	2.18	2014-15	Commercial Tax Officer, Chhindwada
CENTRAL EXCISE ACT, 1944	14435.84	0.00	2011-15	Commissioner of Central Excise, Jabalpur

(viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

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

(xi) According to the information and explanations given to us, company is exempt from the provision of section 197 read with Schedule V to the Act.

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

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

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

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

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

For M/s. J. S. Uberoi & Co.

Chartered Accountants

Firm’s Registration Number :-111107W

CA Amarjeet Singh Sandhu

Partner

Membership Number :- 108665

Date of Report :- 30th May’2017

Place of Signature :- New Delhi

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Mar 31, 2016

The Members,

MOIL LIMITED,

Nagpur

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of MOIL Limited (''the Company''), which comprise the balance sheet as at 31^st March 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone 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 standalone 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.

Auditor''s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the 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 materialism 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. 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^st 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 under section 143(5) of the Companies Act'' 2013 we give in the Annexure "A" a statement on directions issued by the Comptroller & Auditor General of India after complying the suggested methodology of audit, action taken thereon and its impact on the accounts and financial statement of the company.

2) 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 "B" a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on 31st March 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31st 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 C"; 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:-

1) The company has disclosed the impact of pending litigation on its financial position in its financial statement - Refer Note

1.2to the financial statements.

2) There are no long term contracts including derivative contracts, which require provision for material foreseeable losses.

3) There are no amounts which were required to be transferred, to the investor''s education and protection fund by the company.

( As referred to in Paragraph 1 of Report on Legal and Regulatory Requirements of our report on the statement of Directions under section 143(5)oftheCompaniesAct''2013issuedbytheComptroller &Auditor GeneralofIndiafortheYear2015-2016 )

Sr. No.	Directions	Reply
1.	Whether the company has clear title / lease deeds for Freehold and Leasehold respectively? If not please state the area of freehold and leasehold land for which the title / lease deeds are not available?	Yes, the Company has clear title / lease deeds for Freehold and Leasehold Land.
2.	Whether there are any cases of waiver/ write off of debts / loans / interest, etc? If yes, the reason there for and amount involved.	As informed and also during our audit we have not observed any case of waiver of debts / loans / interest etc. However, credit notes as per business terms have been issued to customers.
3.	i) Whether proper records are maintained for inventories lying with third parties and assets received as gift / grant(s) from the government or other authorities?	(a) Yes (b) No assets received as gifts/grants from Government/other authorities.

(As referred to in Paragraph 2 of Report on Legal and Regulatory Requirements of our report Companies (Auditors Report) Order''2016 the order issued by the Central Government of India in terms of subsection 11 of section 143 of the Act for the 2015-2016 )

In terms of the information and explanations sought by us and given by the company and books & records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that :-

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

(b) As explained to us, the management has physically verified fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regards to the size of the Company and the nature of assets.

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

(ii) The Company has a regular programme of physical verification of its inventories. Inventories were verified during the year and no material discrepancies were noticed on such verification.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken 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(''the Act'').

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186oftheAct,withrespecttothe loans and investments made.

(v) According to the information and explanations given to us, the company has not accepted any deposits under the provisions of sections73 to76oranyother relevant provisions of the Companies Act and the rules framed there under.

(vi) The Central Government has prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act and prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has generally been regular in depositing with the appropriate authorities the undisputed statutory dues including Profession Tax, Provident Fund, income-Tax, Sales-Tax, Excise Duty, Cess and other statutory dues applicable to it during the year.

(b) The dues of Profession Tax, Income Tax, Entry Tax and Sales Tax which have not been deposited by the Company on account of various disputes relating to Assessment Dues are as under :-

Name of Statue	Amount Demanded (In Rs. Lacs)	Amount Paid Under Protest (In Rs. Lacs)	Period to Which Amount Relates	Forum where the Dispute is Pending
Profession Tax Act, 1975	2.27	1.13	2006-07	Sales Tax Appellate (MS)
Income Tax Act, 1961	7.70	1.93	2007-08	Income Tax Appellate Tribunal
	253.00	253.00	2006-07
	127.26	127.26	2007-08
	451.79	451.79	2008-09
	60.01	60.01	2009-10
	45.01	45.01	2010-11
	205.10	205.10	2009-10	Commissioner of Income Tax (Appeals)
	116.99	116.99	2011-12
	310.23	310.23	2012-13
	45.61	0.00 *	2013-14

M.P. Entry Tax Act,1975	13.68 6.28	6.7 6.28	2008-09 2012-13	M.P. Commercial Tax Appellate Board, Bhopal
	2.86	0.72	2013-14	M.P. Commercial Tax Appeals, Jabalpur
M.S. VATAct,2002	13.68	0.00	2009-10	Sales Tax Appellate (MS)
	4.22	0.00	2010-11
M.P. VAT Act,2002	2.28	0.65	2010-11	MP Commercial Tax Appellate Board,
	3.68	1.47	2011-12	Bhopal
	9.15	6.66	2012-13
M.S.CST Act,1956	11.32	0.00	2010-11	Sales Tax Appellate(MS)
M.P.CSTAct,1956	6.10	1.53	2013-14	M.P. Commercial Tax Appeals,
				Jabalpur

*Amount Paid on 28.04.2016.

(viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii)of the Order is not applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

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

(xi) According to the information and explanations give to us, company is exempt from the provision of section 197 read with Schedule V to the Act.

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

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

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

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

(xvi) The Company is not required to be registeredundersection45-IAof the Reserve Bank of India Act 1934.

(As referred to in Paragraph 3(f) of Report on Legal and Regulatory Requirements of our report and in terms of section 143 (3)(i) of the Act forthe2015-2016)

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 MOIL Limited ("the Company") as of 31^st March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

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

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

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

For M/s. J. S. Uberoi & Co.

Chartered Accountants

Firm''s Registration Number :-111107W

CA Amarjeet Singh Sandhu

Partner

Membership Number :-108665

Date of Report :- 24^th May''2016

Place of Signature:- New Delhi

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Mar 31, 2015

We have audited the accompanying financial statements of MOIL LIMITED, which comprises the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 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 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 disclosures in the financial statements. The procedures selected depend on the auditor's judgement, 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 Balance Sheet, of the State of Affairs of the Company as at 31st March 2015

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

1) As required under section 143(5) of the Companies Act' 2013 we give in the Annexure "A" a statement on directions issued by the Comptroller & Auditor General of India after complying the suggested methodology of audit, action taken thereon and its impact on the accounts and financial statements of the company.

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

3) 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 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 w31st March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2015, from being appointed as a director in terms of sub section (2) of section 164 of the Companies Act, 2013.

f) With respect to the other matters included in the auditor's report and to best of our information and according to the explanation given to us.

1) The company has disclosed the impact of pending litigation on its financial position in its financial statement - Refer Note 1.2 to the financial statements.

2) There are no long term contracts including derivative contracts, which require provision for material foreseeable losses.

3) There are no amounts which were required to be transferred, to the investor's education and protection fund by the company.

MOIL LIMITED

( As referred to in Paragraph 1 of Report on Legal and Regulatory Requirements of our report on the statement of Directions under section 143(5) of the Companies Act' 2013 issued by the Comptroller & Auditor General of India for the Year 2014-15 )

1. If the company has been selected to disinvestment, a complete status report in terms of valuation of assets (including Committed & General Reserves) may be examined including the mode and present stage of disinvestment process.

During the current financial year there is no disinvestment of shares by the Central/State Government(s).

2. Please report whether there are any cases of waiver/write off of debts/loans/interest. If yes, the reasons there for and the amount involved.

As informed and also during our audit we have not observed any case of waiver of debts / loans / interest etc. However, credit notes as per business terms have been issued to customers.

3. i) Whether proper records are maintained for inventories lying with third partied & assets received as gift from Govt. or other authorities.

No inventory is lying with third parties as on 31st March 2015 and no assets is received as gift from government during 2014-15.

4. A report on age-wise analysis of pending legal/arbitration cases including the reasons of pendency and existence/ effectiveness of a monitoring mechanism for expenditure on all legal cases (foreign and local) may be given.

Number of pending/arbitration cases indicating the age- wise analysis and reasons for their pendencies are as under:-

a) For Wages and Other Benefits to Employees

Age - Wise Analysis No. of Amount cases (in lakhs) Pending

15 Years and Above 10 40.00

10-15 Years 04 05.00

5-10 Years 24 54.00

0-5 Years 23 106.00

Total Amount (In Lakhs) 205.00

b) For Contractor Claims :-

Age - Wise Analysis No. of Amount cases (in lakhs) Pending

15 Years and Above 01 678.25

5-10 Years 01 86.08

Total Amount (In Lakhs) 764.33

c) For Statutory Dues

Age - Wise Analysis No. of Amount cases (in lakhs) Pending

5-10 Years 18 # 1644.76

Total Amount (In Lakhs) 1644.76

In our opinion, due legal process is followed, monitoring mechanism for expenditure is in place.

# Includes a claim of Rs. 6.91 Lacs pertaining to 1986-87 but is received in 2011-12 and, hence, included in 0-5 years category.

MOIL LIMITED

( As referred to in Paragraph 2 of Report on Legal and Regulatory Requirements of our report Companies (Auditors Report) OrderRs. 2015 (the order) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act for the Year 2014-15).

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

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets (b) As explained to us, the management has physically verified fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of assets.

(ii) (a) In our opinion, verification of inventory at the year end is reasonable having regard to the size of the company and the nature of its business.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of accounts.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) According to the information and explanations given to us, the company has not accepted any deposits under the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) The Central Government has prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 and prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Profession Tax, Provident Fund Income-tax, Sales-tax, Excise Duty, Cess and other statutory dues applicable to it during the year.

(b) The dues of Profession Tax, Income Tax and Sales Tax which have not been deposited by the Company on account of various disputes relating to Assessment Dues are as follows :-

Name Amount Amount Paid of Statute Demanded Under Protest (In Rs. Lacs) (In Rs. Lacs)

2.27 1.13

Profession Tax Act, 1975 770 193

253.00 253.00

127.26 127.26

451.79 451.79

60.01 60.01

Income Tax Act, 1961 45 01 45 01

205.10 -

116.99 116.99

310.23 310.23

M. P. Entry Tax Act, 1975 13.68 6.70

M. S. VAT Act, 2002 " 2.28 0.65

M. P. VAT Act, 2002 3.68 1.47

9.15 6.08

M. S. CST Act, 1956 11.32 -

M. P. CST Act, 1956 15.08 -





Name of the Statue Period to Which Forum where the Dispute Amount Relates is Pending

Profession Tax Act, 1975 2007-08 Sales Tax Appellate (MS) 2006- 07

2007- 08

2008- 09 Income Tax Appellate Tribunal

2009- 10

Income Tax Act, 1961 2010- 11 2011-12 Commissioner of Income Tax

2012-13 (Appeals)

M. P. Entry Tax Act, 1975 2008- 09 MP Commercial Tax Appellate Board, Bhopal

M. S. VAT Act, 2002 " 2009- 10 201011 Sales Tax Appellate (MS)

2010- 11

M. P. VAT Act, 2002 MPVAT Appellate (JBP)

2011-12

2012-13

M. S. CST Act, 1956 2010-11 Sales Tax Appellate (MS)

M. S. CST Act, 1956 2012-13 MPCT Appellate (JBP)

(c) According to the information and explanations given to us, there were no amounts which are 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 Company does not have accumulated losses at the year end and has not incurred cash losses during the financial year ended on that day or in the immediately preceding financial year.

(ix) The company has neither taken any loan from a financial institution or bank nor issued any debentures.

(x) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) According to the information and explanations given to us, the company has not taken any loans during the year.

(xii) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For M/s. J. S. Uberoi & Co. Chartered Accountants Firm Registration Number :- 111107W

CA Amarjeet Singh Sandhu Partner Membership Number :- 108665

Date of Report :- 25th June' 2015 Place of Signature :- Nagpur

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Mar 31, 2014

We have audited the accompanying financial statements of MOIL Limited ("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, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

(c) In the case of Cash flow statement, of the cash flow 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 specifi ed in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

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

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

c. The Balance Sheet,Statement of Profit and Loss and the Cash flow statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and the 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 disqualifi ed as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

Annexure referred to in Paragraph 1 of our report of even date to the members of MOIL Limited on the Accounts for the year ended 31st March 2014.

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 is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the Management has physically verifi ed fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

c) In our opinion, the disposal of fixed assets made during the year does not affect going concern status of the Company. ii) a) The inventory of the Company has been physically verifi ed by the management during the year at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of 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 the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verifi cation between physical stock and book records were not material and have been adequately dealt with in the books of account.

iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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

v) Based on the audit procedures applied by us and according to the information and explanations given by the management, we are of the opinion that no transactions have been entered that needs to be entered into the register maintained under section 301 of the Companies Act, 1956.

vi) According to the information and explanation given to us, the Company has not accepted any deposit from public and hence, the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable to the Company.

vii) The Company is having Internal Audit system. However, in our opinion the same needs to be strengthened to make it commensurate with its size and nature of its business.

viii) The Central Government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) According to the information and explanations given to us, and on the basis of our examination of the books of account, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Income-tax, Sales-Tax, Excise Duty, Cess and other statutory dues applicable to it during the year.

The dues of Professional Tax and Sales Tax which have not been deposited by the Company on account of various disputes are as follows:

Amount Amount Paid Name of Nature of Demanded Under Protest Statute Dues (Rs. Lacs) (Rs. Lacs)

Profession Tax, Assessment Dues 2.27 1.13 1975

Profession Tax, Assessment 7.7 1.93 1975 Dues

M P Entry Tax Assessment 13.68 6.7 Act 1975 Dues

M P VAT Act, Assessment 2.28 0.23 2002 Dues

Name of Statute Period to Forum where Which Amount the dispute is Relates pending

Profession Tax, 1975 06-07 Sales tax Appeals(MS)

Profession Tax, 1975 07-08 Sales tax Appeals(MS)

MP Commercial M P Entry Tax Act 1975 08-09 Tax Appellate Board

Appellate M P VAT Act, 2002 10-11 Authority

x) The Company does not have accumulated losses at the year end and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

xi) The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

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

xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly clause 4(xiii) of the order is not applicable.

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) According to the information and explanation given to us, the Company has not taken any term loans during the year.

xvii) According to the information and explanations given to us, the Company has not raised any funds on short-terms basis.

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

xix) The Company has not issued any debentures during the financial year.

xx) The Company has not raised any money by public issues during the fi nancial year.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For V. K. Surana & Co.

Chartered Accountants

CA Sudhir Surana

Partner

Membership No. 43414

New Delhi, May 23, 2014 Firm Reg. No.: 110634W

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of MOIL Limited ("the company") which comprise the Balance Sheet as at March 31, 2013, 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, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of I ndia. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; and

(b) in the case of the Statement of Profit & Loss, of the profit for the year ended on that date.

(c) In the case of Cash flow statement, of the cash flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and the 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, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company

Annexure referred to in Paragraph 1 of our report of even date to the members of MOIL Limited on the Accounts for the year ended 31st March 2013.

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 is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the Management has physically verified fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

c) In our opinion, the disposal of fixed assets made during the year does not affect going concern status of the Company.

ii) a) The inventory of the Company has been physically verified by the management during the year at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of 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 the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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

v) Based on the audit procedures applied by us and according to the information and explanations given by the management, we are of the opinion that no transactions have been entered that needs to be entered into the register maintained under section 301 of the Companies Act, 1956.

vi) According to the information and explanation given to us, the Company has not accepted any deposit from public and hence, the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable to the Company.

vii) The Company is having Internal Audit system.

However, in our opinion, Company''s Internal Audit system needs to be strengthened to make it commensurate with its size and nature of its business.

viii) The Central Government has prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 and prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) According to the information and explanations given to us, and on the basis of our examination of the books of account, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Income-tax, Sales-Tax, Excise Duty, Cess and other statutory dues applicable to it during the year.

The dues of Professional Tax and Sales Tax which have not been deposited by the Company on account of various disputes are as follows:

Name of Statute Nature of Dues Amount Amount Paid Demanded Under Protest (Rs. Lacs) (Rs. Lacs)

Profession Tax, Assessment 2.27 1.13 1975 Dues

Profession Tax, Assessment 7.70 1.93 1975 Dues

M P Entry Tax Act, Assessment 13.68 6.70 1975 Dues

M P VAT Act, 2002 Assessment 2.28 0.23 Dues

CST Act, 1956 Assessment 0.91 0.09 Dues

Name of Statute Period to Which Forum where the Amount Relates dispute is pending

Profession Tax 1975 06-07 Sales tax Appeals(MS)

Profession Tax 1975 07-08 Sales tax Appeals(MS)

MP Entry Tax Act 1975 08-09 MP Commercial Tax Appellate Board

M P VAT Act 2002 10-11 Appellate Authority

CST Act 1956 10-11 Appellate Authority

x) The Company does not have accumulated losses at the year end and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

xi) The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

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

xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4(xiii) of the order is not applicable.

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) According to the information and explanation given to us, the Company has not taken any term loans during the year.

xvii) According to the information and explanations given to us, the Company has not raised any funds on short-terms basis.

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

xix) The Company has not issued any debentures during the financial year.

xx) The Company has not raised any money by public issues during the financial year.

xxi) According to the information and explanations given to us, there was a fraud on the Company by way of embezzlement of fund reported during the year. The same is under investigation and the amount involved on account of same has been ascertained by the Company at Rs.31.03 Lacs. Other than this, there was no fraud on or by the Company has been noticed or reported during the year.

For V. K. Surana & Co.

Chartered Accountants

Firm Reg. No.: 110634W

CA. Sudhir Surana

Partner

Membership No. 43414

Date : May 25, 2013

Place : Nagpur,

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of MOIL LIMITED, NAGPUR as at March 31, 2012 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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.

3. As required by the Companies (Auditor's Report) Order, 2003, 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.

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 purpose of our audit;

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

c) The Balance sheet, the Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

e) The Company has informed that, in terms of Notification No. GSR 829 (E) dated 21/10/2003 issued by the Department of Company Affairs, the provisions of Section 274(1)(g) of Companies Act, 1956 are not applicable to Government Companies.

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts together with Notes thereto and Statement on Significant Accounting Policies 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 Balance Sheet, of the state of affairs of the Company as at March 31, 2012; and

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

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

ANNEXURE-A TO THE AUDITOR'S REPORT

i) a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) The Management has physically verified fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

c) In our opinion, the disposal of fixed assets made during the year does not affect going concern status of the Company.

ii) a) The inventory of the Company has been physically verified by the management during the year at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of 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 the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

iii) a) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956

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

v) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that no transactions have been entered that needs to be entered into the register maintained under section 301.

vi) According to the information and explanation given to us the Company has not accepted any deposit from public and hence, the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable to the Company.

vii) The Company is having Internal Audit system. However, in our opinion Company's Internal Audit system needs to be strengthened to make it commensurate with its size and nature of its business.

viii) The Central Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 except for its Windmill operation for which prima facie the prescribed cost records have been maintained, which are broadly reviewed by us. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) According to the information and explanations given to us, and on the basis of our examination of the books of account, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Income-tax, Sales-Tax, Excise duty, Cess and other statutory dues applicable to it during the year.

Further, since Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

There are no dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty and cess on account of any dispute.

x) The Company does not have accumulated losses at the year end and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

xi) The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

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

xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly clause 4(xiii) of the order is not applicable.

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) According to the information and explanation given to us, the Company has not taken any term loans during the year.

xvii) According to the information and explanations given to us, the Company has not raised any funds on short-terms basis.

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

xix) The Company has not issued any debentures during the financial year.

xx) The Company has not raised any money by public issues during the financial year.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For V.K. Surana & Co.

Chartered Accountants

FRN:110634W

Sd/-

CA. Sudhir Surana

Partner

Date : 25th May, 2012 M.No. 43414

Place: Nagpur

---

Mar 31, 2011

We have audited the attached Balance Sheet of MOIL LIMITED, NAGPUR, as at 31st March 2011 and also the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit

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.

1. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government in terms of section 227 (4A) of the Companies Act 1956, we enclose in Annexure –A, a statement on the matters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to in Para 1 above;

We have to draw attention to note No. 2 of Notes to Accounts (Schedule 19). Due to change in accounting policy in respect of valuation of stock of slag and recording of sale of slag from other income to sales, net profit before tax and net profit after tax for the year is reduced by Rs. 1030.33 lakhs and Rs. 688.08 lakhs respectively. Net valuation of closing inventory is also reduced by Rs. 1030.33 Lakhs. Sales are increased by Rs. 1622.44 lakhs with corresponding decrease in other income.

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, Profit & Loss Account & Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

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

e) The Company has informed that, in terms of Notification No. GSR 829 (E) dated 21/10/2003 issued by the Department of Company Affairs, the provisions of Section 274(1)(g) of Companies Act, 1956 are not applicable to Government Companies.

f) The company has neither paid nor provided for the cess payable under Section 441(A) of Companies Act, 1956, pending notification from Government specifying the manner of payment.

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with notes thereon and Statement of Accounting Policies, 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 :

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

iii) In the case of the Cash Flow statement, of the Cash Flows of the Company for the year ended on that date.

ANNEXURE-A TO THE AUDITOR'S REPORT

REFERRED TO IN PARA 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF MOIL LIMITED FOR THE YEAR 2010-11

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

The Management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification. In our opinion verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

Disposal of fixed assets made during the year does not affect going concern status of the company.

2. As explained to us, the stocks of Manganese Ore, Ferro Manganese, E.M.D., Stores and Spares were physically verified by the Management at reasonable intervals, during the year.

In our opinion and according to the information and explanations given to us, the procedures of physical verification of Inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

3. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to or 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 procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in internal control system in respect of these areas.

5. According to the information and explanations given to us there are no transactions that need to be entered in the register required to be maintained under section 301 of the Companies Act, 1956.

6. The company has not accepted any deposits from the Public and consequently the directives issued by the Reserve Bank of India, the provisions of Section 58-A and 58-AA of the Companies Act, 1956 and the rules framed thereunder are not applicable.

7. The Company is having Internal Audit system. However, in our opinion Company's Internal Audit system needs to be strengthened to make it commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956.

9. According to the information and explanations given to us, and on the basis of our examination of the books of account, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Income-tax, Sales-Tax, Excise duty, Cess and other statutory dues applicable to it during the year.

Further, since Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

There are no dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty and cess on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

11. The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

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

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly clause 4(xiii) of the order is not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

15. According to the information and explanations 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 explanations given to us, the Company has not taken any term loans during the year.

17. According to the information and explanations given to us, the Company has not raised any funds on short-terms basis. All assets have been funded by shareholder's funds.

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

19. The company has not issued any debentures during the year.

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

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

For Shah Baheti Chandak & Co.

Chartered Accountants

FRN No. 109513 W

(CA P.M. Shrawak)

Place : New Delhi Partner

Date : 20th May, 2011 M. No. 109237

---

Mar 31, 2010

We have audited the attached Balance Sheet of MANGANESE ORE (INDIA) LIMITED, NAGPUR. as at 31st March 2010 and also the Profit & Loss Account and the Cash Flow Statement of the Company 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

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.

1 As required by the Companies (Auditors Report) Order. 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government in terms of section 227 (4A) of the Companies Act 1956. we enclose in Annexure -A. a statement on the matters specified in paragraph 4 & 5 of the said order.

2 Further to our comments in the Annexure referred to in Para 1 above: We report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our Audit.

b) In our opinion, proper books of 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 & Loss Account & Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

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

e) The Company has informed that, in terms of Notification No. GSR 829 (E) dated 21/10/2003 issued by the Department of Company Affairs, the provisions of Section 274( 1 )(g) of Companies Act. 1956 are not applicable to Government Companies.

f) The company has neither paid nor provided for the cess payable under Section 441(A) of Companies Act, 1956, pending notification from Government specifying the manner of payment.

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with notes thereon and Statement of Accounting Policies, 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 Balance Sheet, of the state of affairs of the Company as at 31st March. 2010:

ii) In the case of Profit and Loss Account, of the Profit of the Company for the year ended on that date: and

iii) In the case of the Cash Flow statement, of the Cash Flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

REFERRED TO IN PARA 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF MANGANESE ORE (INDIA) LIMITED FOR THE YEAR 2009-10.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

The Management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification. In our opinion verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

Disposal of fixed assets made during the year does not affect going concern status of the company.

2. As explained to us, the stocks of Manganese Ore, Ferro Manganese. E.M.D., Stores and Spares were physically verified by the Management at reasonable intervals, during the year.

In our opinion and according to the information and explanations given to us, the procedures of physical verification of Inventories followed by the Management are reasonable and adequate in relatipn to the size of the Company and the nature of its business.

In our opinion and according to the information and explanations given to us. the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

3. According to the information and explanations given to us. the Company has neither granted nor taken any loans, secured or unsecured to or 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 procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in internal control system in respect of these areas.

5. According to the information and explanations given to us there are no transactions that need to be entered in the register required to be maintained under section 301 of the Companies Act. 1956

6. The company has not accepted any deposits from the Public and consequently the directives issued by the Reserve Bank of India, the provisions of Section 58-A and 58- AA of the Companies Act, 1956 and the rules framed thereunder are not applicable.

7. The Company is having Internal Audit system. However, in our opinion Companys Internal Audit system needs to be strengthened to make it commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1 )(d) of the Companies Act. 1956.

9. According to the information and explanations given to us. and on the basis of our examination of the books of account, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund. Income-tax. Sales-Tax. Excise duty. Cess and other statutory dues applicable to it during the year.

Further, since Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act. 1956. we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

There are no dues outstanding of Income Tax. Sales Tax, Wealth Tax. Service Tax, Customs Duty, Excise duty and cess on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

11. The Company has neither taken any loans from a financial institution and a bank nor issued an debentures.

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

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly clause 4(xiii) of the order is not applicable.

14. According to the information and explanations given to us. the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

15. According to the information and explanations 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 explanations given to us, the Company has not taken any term loans during the year.

17. According to the information and explanations given to us. the Company has not raised any funds on short-terms basis. All assets have been funded by shareholders funds.

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

19. The company has not issued any debentures during the year.

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

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

For SHAH BAHET CHANDAK & Co..

CHARTERED ACCOUNTANTS

FRN No. 109513 W

(CA P.M. SHRAWAK)

PARTNER

M.No. 109237

Place : New Delhi

Date : 21/05/2010

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Mar 31, 2009

We have audited the attached Balance Sheet of MANAMESE)INDIA) LIMITED, NAGPUR, as at 31st March 2009 amd also the Profit & Loss Account and the Cash Flow Statement of the Company for the year ende on that date annexed thereto. These financial statements an the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accontance with auditing statements generally accepted in India. Those Statement 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.

1. As required by the Companies (Auditors Report) Order,2003, issued by the Central Government of india in terms of Sub section (4A) of section 227 of the Companies Act 1956, we enclose in an Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

2. Further to our comments in the Annezure referred to in Para 1 above;

We report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our Audit.

b) In our opinion, proper books of account as requised by Law have been kept by the Company, so far as appears from our examination of those books.

c) The Balance Sheet, Profit & Loss Account & Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

d) In our opinion, the Balance Sheet, Profit and Loss Account & Cash Flow Statement dealt with by this report comply with the Accounting Standards referned to in sub saction (3C) of section 211 of the Companies Act 1956.

e) The Company has informed that. In terms of Notification No. GSR 829 (E) dated 21/10/2003 issued by the Department of Company Afairs, the provisions of Section 274(1) (g) of Companies Act, 1956 are not applicable to Government Companies.

f) The Company has neither paid non provided for the cess payable under Section 441(A) of Companies Act 1956, pending notification from Government specitying the manner of payment.

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with notes therson and Statement of Accounting Policies, gice the information required by the Companies Act, 1956. In the manner so required, and give a true and fair view in confornity with the accounting ppriciple generally accepted India.

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2009:

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

iii) In the case of the Cash Flow statement, of the Cash Flows of the Company for the year ended on that date.

For SHAH BAHETI CHANDAK & Co.

CHARTERED ACCOUNTANTS

(CA Maraj Agrewall)

NewDelhi PARTNER

Date: 27/5/2009 (M.No. 104546)

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Mar 31, 2008

We have audited the attached Balance Sheet of MANGANESE ORE (INDIA) LIMITED, NAGPUR, as at 31 st March 2008 and also the Profit & Loss Account and the Cash Flow Statement of the Company 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 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.

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of Sub section (4A) of section 227 of the Companies Act 1956, we enclose in an Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

2. Further to our comments in the Annexure referred to in Para 1 above; We report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our Audit.

b) In our opinion, proper books of 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 & Loss Account & Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

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

e) The Company has informed that, in terms of Notification No. GSR 829 (E) dated 21/10/2003 issued by the Department of Company Affairs, the provisions of Section 274(1 )(g) of Companies Act, 1956 are not applicable to Government Companies.

f) The company has neither paid nor provided for the cess payable under Section 441 (A) of Companies Act 1956, pending notification from Government specifying the manner of payment.

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with notes thereon and Statement of Accounting Policies, 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 principle generally accepted in India.

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2008:

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

iii) In the case of the Cash Flow statement, of the Cash Flows of the Company for the year ended on that date.

REFERRED TO IN PARA 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF MANGANESE ORE (INDIA) LIMITED FOR THE YEAR 2007 08.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

The Management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification. In our opinion verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

Although some of the fixed assets have been disposed off during the year, in our opinion and according to the information and explanations given to us, the ability of the company to continue as a going concern is not affected.

2. As explained to us, the stocks of Manganese Ore, Ferro Manganese, E.M.D., Stores and Spares were physically verified by the Management at reasonable intervals, during the year.

In Our opinion and according to the information and explanations given to us, the procedures of physical verification of Inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

In Our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

3. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to or 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 procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in internal control system in respect of these areas.

5. According to the information and explanations given to us there are no transactions that need to be entered in the register required to be maintained under section 301 of the companies Act, 1956

6. The company has not accepted any deposits from the Public and consequently the directives issued by the Reserve Bank of India, the provisions of Section 58- A and 58-AA of the Companies Act, 1956 and the rules framed there under are not applicable.

7. In Our opinion Companys Internal Audit system is commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1 )(d) of the Companies Act, 1956.

9. According to the information and explanations given to us, and on the basis of our examination of the books of account, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Income-tax, Sales-Tax, Excise duty, Cess and other statutory dues applicable to it during the year.

Further, since Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

According to the records of the company, there is a disputed demand of Rs. 175.32 lakhs against perquisite of employees. Income Tax Department has raised a demand of Rs175.32 lakhs towards tax on perquisites of employees including interest thereon for the financial year 2001-02 to 2005 06.Company has paid Rs. 61.12 lakhs towards tax on perquisite of employees, under protest. The matter is pending before Appellate Tribunal, Nagpur .Except the above there are no dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty and cess on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

11. The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

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

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly clause 4(xiii) of the order is not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

15. According to the information and explanations 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 explanations given to us, the Company has not taken any term loans during the year.

17. According to the information and explanations given to us, the Company has not raised any funds on short terms basis. All assets have been funded by shareholders funds.

18. The Company has not made any preferential allotment of shares during the year to parties and Companies covered in the register maintained undersection 301 of the Companies Act 1956.

19. The company has not issued any debentures during the year.

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

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



For SHAH BAHETI CHANDAK & Co. CHARTERED ACCOUNTANTS

Place: New Delhi Dale : 11/6/2008 (M. No. 030828)

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Mar 31, 2007

We have audited the attached Balance Sheet of MANGANESE ORE (INDIA) LIMITED, NAGPUR, as at 31 st March 2007 and also the Profit & Loss Account and the Cash Flow Statement of the Company 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

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.

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act 1956, we enclose in an Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

2. Further to our comments in the Annexure referred to in Para 1 above; We report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our Audit.

b) In our opinion, proper books of 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 & Loss Account & Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

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

e) The Company has informed that, in terms of Notification No. GSR 829(E) dated 21/10/2003 issued by the Department of Company Affairs, the provisions of Section 274(1 )(g) of Companies Act, 1956 are not applicable to Government Companies.

f) The company has neither paid nor provided for the cess payable under Section 441 (A) of Companies Act 1956, pending notification from Government specifying the manner of payment.

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with notes thereon and Statement of Accounting Policies, 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 Balance Sheet, of the state of affairs of the Company as at 31 st March, 2007:

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

iii) In the case of the Cash Flow statement, of the Cash Flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARA 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF MANGANESE ORE (INDIA) LIMITED FOR THE YEAR 2006-07

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

The Management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification. In our opinion verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

Although some of the fixed assets have been disposed off during the year, in our opinion and according to the information and explanations given to us, the ability of the company to continue as a going concern is not affected.

2. As explained to us, the stocks of Manganese Ore, Ferro Manganese, E.M.D., Stores and Spares were physically verified by the Management at reasonable intervals, during the year.

In our opinion and according to the information and explanations given to us, the procedures of physical verification of Inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

3. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to or 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 procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in internal control system in respect of these areas.

5. According to the information and explanations given to us, there are no transactions that need to be entered in the register required to be maintained under section 301 of the companies Act, 1956

6. The company has not accepted any deposits from the Public and consequently the directives issued by the Reserve Bank of India, the provisions of Section 58-A and 58-AA of the Companies Act, 1956 and the rules framed thereunder are not applicable.

7. In our opinion Companys Internal Audit system is commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1 )(d) of the Companies Act, 1956.

9. According to the information and explanations given to us, and on the basis of our examination of the books of account, the company has been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Income-tax, Sales-Tax, Excise duty, Cess and other statutory dues applicable to it during the year.

Further, since Central Government has till date not prescribed the amount of Cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

According to the records of the company, there are no dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty and Cess on account of any dispute except in case of Cess on mineral bearing land amounting to Rs. 1111.11 lakhs as per provisions of Madhya Pradesh Gramin Avsanrachana Tatha Sadak Vikas Adhiniyam, 2005 in view of stay granted by the Honble Jabalpur High Court.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks. The terms and conditions of short term loans taken by the Company and repaid during the year are not prejudicial to the interests of the company.

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

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly clause 4(xiii) of the order is not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

15. According to the information and explanations 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 explanations given to us, the Company has not taken any term loans during the year.

17. According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments by the company.

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

19. The company has not issued any debentures during the year.

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

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

For RODI DABIR & CO. CHARTERED ACCOUNTANTS

[CA AASHISH BADGE] PARTNER Membership No. 121073 Place : Mumbai Date : 29/05/2007