Auditor Report of Rajasthan Tube Manufacturing Company Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of RAJASTHAN TUBE MANUFACTURING COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its losses and its cash flows for the year ended on that date.

Report On Other Legal and Regulatory Requirements

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

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

a) We have 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 Profit and Loss Statement, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

e) On the basis of the written representations received from the directors as on March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies(Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as of March 31, 2015.

ii. The Company has made provisions in its financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts.

iii. There is no amount, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

Re. Rajasthan Tube Manufacturing Company Limited:

1. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. According to the information and explanations given to us, most of the fixed assets have been physically verified by the Management during the year. In our opinion, the frequency of such physical verification is reasonable having regard to the sizes of the Company and the nature of its assets. No material discrepancies were noticed on such verification as compared to the available records.

2. Physical verification of Inventory has been conducted by the

Management at reasonable intervals. The procedures for physical

verification of stocks followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. The Company has granted loans to companies under the same management, firms or other parties listed in the Register maintained under section 189 of the Companies Act 2013. Total number of party is one and amount involved was Rs.16460000/- and there is no outstanding at the year end.

(a) Not Applicable

(b) Not Applicable

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to 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 controls.

5. The Company has not accepted any deposits from public.

6. We have broadly reviewed the books of accounts maintained by the Company, pursuant to rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

7. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, value added tax, Excise Duty, Cess and other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities. no undisputed amounts payable in respect of sales tax, Income tax, Wealth Tax, Service Tax, Custom tax, Excise Duty and Cess were outstanding of the year end for a period of more than six months from the date they became payable except the following:

Name of the Nature of Period to Amount Statute the Dues which the Rs. amt.Relates

Employees State ESI 1998-2000 94087 Insurance Act.

Name of the Forum where Statute the dispute is pending

Employees State Employees State Insurance Act. Insurance Court

b) According to the records of the company, there are no disputed amounts that have not been deposited with appropriate authorities on account of Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Sales Tax, Cess and Service Tax.

c) According to the information and explanation given to us there were no such amounts which were 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 there under.

8. The company has no accumulated losses at the end of the financial year and it has incurred cash losses in the current financial year but not in the immediately preceding financial year.

9. The company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

10. In our opinion and 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.

11. The company has not applied for any term loan during the year.

12 . Based on 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 PRAMOD & ASSOCIATES Chartered Accountants (Registration No.001557C)

Jaipur: (ANKITA JAIN) Dated : 30th May, 2015 Partner (Membership No.423734)

---

Mar 31, 2014

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

Management : 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 accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act")read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

(e) On the basis of written representations received from the Directors as on March 3l, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31. 2014, from being appointed as a director in terms of clause

(g) of sub-section (I) of section 274 of the Companies Act,1956.

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

Re. Rajasthan Tube Manufacturing Company Limited :

1. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. According to the information and explanations given to us, most of the fixed assets have been physically verified by the Management during the year. In our opinion, the frequency of such physical verification is reasonable having regard to the sizes of the Company and the nature of its assets. No material discrepancies were noticed on such verification as compared to the available records.

2. Physical verification of Inventory has been conducted by the Management at reasonable intervals. The procedures for physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3.(a)The Company has granted loans to companies under the same management, firms or other parties listed in the Register maintained under section 301 of the Companies Act 1956. Total number of parties are Two and amount involved was Rs.14657000/-And there is no outstanding at the year end.

b) No

c) Not applicable .

d) Not applicable .

e) The Company has not taken loans secured or unsecured from Companies firms or other parties covered in the register maintained under section 301 of the Act

f) No

g) Not applicable .

4. 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 for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In our opinion and according to the information and explanation given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. In respect of transactions with parties with whom transactions exceeding value of Rupees five lakh have been entered into during the financial year, are of prices which are reasonable having regard to the prevailing market prices of the relevant time.

6. The Company has not accepted any deposits from the public.

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

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

9. The company is regular in depositing undisputed Statutory Dues including Provident Fund, Investor education and protection fund, Employees'' state insurance, income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of sales tax, Income tax, Wealth Tax, Service Tax, Custom tax, Excise Duty and Cess were outstanding of the year end for a period of more than six months from the date they became payable, According to the records of the company, there are no disputed amounts that have not been deposited with appropriate authorities on account of Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Sales Tax, Cess and Service Tax except the following.

Name of the Nature of Period to Amount Forum where Statute the Dues which the Rs. the dispute amt.Relates is pending

Employees State ESI 1998-2000 94087 Employees State Insurance Act. Insurance Court

10. The company has no accumulated losses at the end of the financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in payment of dues to financial institutions and banks. The company does not have any borrowings by way of 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. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/mutual fund/socities.

14. Based on our examination of records and the information and explanations given to us the company has not dealt/traded in shares, securities, debentures and other securities during the year.

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. The Company has not taken any term loans during the year covered by our audit and there is no term loan outstanding at the year end which was taken in earlier year.

17. Based on our examination at Cash Flow Statement of the Company, we are of the opinion that funds raised on short term basis have not been used for long term investments.

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

19. The company did not have any outstanding debentures during the year.

20. The company has not raised any money through public issue during the year.

21. Based on 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 PRAMOD & ASSOCIATES Chartered Accountants (Registration No.001557C)

Jaipur (ANKITA JAIN) Dated : 28th May, 2014 Partner (Membership No.423734)

---

Mar 31, 2012

We have audited the attached Balance Sheet of RAJASTHAN TUBE MANUFACTURING COMPANY LIMITED as at 31 st March,2012 and Statement of Profit & Loss for the year ended on that date annexed thereto and the Cash Flow Statement for the period ended on that date.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 from material misstatement .An audit also 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 belive 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 Section 227 (4A) of the Companies Act,1956 we give in the annexure statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph 1 above.

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

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

(c) The Balance Sheet Statement of Profit & Loss and Cash Flow Statement referred to in this report are in agreement with the books of accounts.

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

(e) On the basis of the written representations received from directors as on 31 st March, 2012 and taken on record by the board of directors, we report that none of the directors is disqualified as oh 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with notes thereon, give the*information required by the Companies Act,1956 in the manner so required and give a true and fair view.

(1) In the case of Balance Sheet, of the state of affairs of the company as at 31st March,2012.

(2) In the case of the Statement of Profit & Loss of the Profit of the company for the year ended on that date.

(3) In the case of cash flow statement of the cash flow for the year ended on that date

ANNEXURE TO THE AUDITORS'REPORT

Statement referred to in paragraph of report of even date to the members of Rajasthan Tube Manufacturing Company Limited of the accounts for the year ended on 31st March,20t2. '

1. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. According to the information and explanations given to us, most of the fixed assets have been physically verified by the Management during the year. In our opinion, the frequency of such physical verification is reasonable having regard to the sizes of the Company and the nature of its assets, no material discrepancies were noticed on such verification as compared to the available records.

2. Physical verification of Inventory has been conducted by the Management at reasonable intervals. The procedures for physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. (a) The Company has granted loans to companies under the same management, firms or other parties listed in the Register maintained under section 301 of the Companies Act 1956. Total number of parties are Four and amount involved was Rs.11676000/- And they is no outstanding at the year end.

b) No

c) Not applicable.

d) Not applicable.

e) The Company has taken loans secured or unsecured from companies firms or other parties covered in the register maintained under section 301 of the Act Totad number of parties are one and amount involved was Rs.2800000/- And there is no outstanding at the year end.

g) Not applicable.

4. 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 for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In our opinion and according to the information and explanation given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. In respect of transactions with parties with whom transactions exceeding value of Rupees five lakh have been entered into during the financial year, are of prices which are reasonable having regard to the prevailing market prices of the relevant time.

6. The Company has not accepted any deposits from the public.

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

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

9. The company is regular in depositing undisputed Statutory Dues including Provident Fund, Investor education and protection fund, Employees' state insurance, income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it with the appropriate authorities, According to the information and explanations given to us, no undisputed amounts payable in respect of sales tax, Income tax, Wealth Tax, Service Tax, Custom tax, Excise Duty and Cess were outstanding of the year end for a period of more than six months from the date they became payable, According to the records of the company, there are no disputed amounts that have not been deposited with appropriate authorities on account of Income Tax,Wealth Tax,Service Tax,Custom Duty,Excise Duty, Sales Tax, Cess and Service Tax except the following.__

Name of the Nature of Period to Amount Forum where Statute the Dues which the Rs. the dispute amt. Relates is pending

Employees State ESI 1998-2000 94087 Employees State

Insurance Act. Insurance Court



10. The company has no accumulated losses at the end of the financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in payment of dues to financial institutions and banks.The company does not have any borrowings by way of 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. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/ mutual fund/socities.

14. Based on our examination of records and the information and explanations given to us the company has not dealt/traded in shares, securities, debentures and other securities during the year. .

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. The Company has not taken any term loans during the year covered by our audit and there is no term loan outstanding at the year end which was taken in earlier year.

17. Based on our examination at Cash Flow Statement of the Company, we are of the opinion that funds raised on short term basis have not been used for long term investments.

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

19. The company did not have any outstanding debentures during the year.

20. The company has not raised any money through public issue during the year.

21. Based on 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 PRAMOD& ASSOCIATES

Chartered Accountants

(Registration No.001557C)

Sd/-

Jaipur (NIKHIL KUMAR AGARWAL)

Dated: 13th August, 2012 Partner

(Membership No. 414647)

---

Mar 31, 2010

We have audited the attached Balance Sheet of RAJASTHAN TUBE MANUFACTURING COMPANY LIMITED as at 31stMarch,2010 and Profits Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the period ended on that date. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 from material misstatement. An audit also 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 belive that our audit provides a reasonable basis for our opinion :

1. As required by the Companies (AuditorsReport) Order,2003 issued by the Central Government of India in terms 6f Section 227 (4A)of the Companies Act,1956 we give in the annexure statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph 1 above.

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

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

(c) The Balance Sheet, Profits Loss Account and Cash Flow Statement referred to in this. report are in agreement with the books of accounts.

(d) In our opinion the BalanceS heet,Profit and Loss accountand the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards (AS) referred to in Section 211 (3c) the Companies Act,1956:

(e) On the basis of the written representations received from directors as on 31st March, 2010 and taken on record by the board of directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and acqording to the explanation given to us, the said accounts read with notes thereon, give the information required by the Companies Act,1956 in the manner so required and ftive a true and fair view.

(1) In the case of Balance Sheet, of the state of affairs of the company as at 31st March,2010.

(2) In the case of the Prqfit & Loss Account of the Profit of the company for the year ended on that date.

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

ANNEXURE TO THE AUDITORSREPORT

Statement referred to in paragraph of report of even date to the members of Rajasthan Tube Manufacturing Company Limited of the accounts for the year ended on 31st March,2010.

1. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. According to the information and explanations given to us,most of the fixed assets have been physically verified by the Management during the year. In our opinion, the frequency of such physical verification is reasonable having regard to the sizes of the Company and the nature of its assets, no material discrepancies were noticed on such verification as compared tothe available records. There was no disposal of fixed assets during the year.

2. Physical verification of Inventory has been condocted by the Management at reasonable intervals.The procedures for physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. (a) The Company has not granted any loans from/to companies under the same management, firms or other parties listed in the Register maintained under section 301 of the Companies Act 1956.

b) Not applicable.

c) Not applicable.

d) Not applicable.

e) The Company has not taken any loans secured or unsecured from companies firms or *. other parties covered in the register maintained under section 301 of the Act.

f) Not applicable.

g) Not applicable.

4. 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 for the sale of goods. During the course of pur audit, no major weakness has been noticed in the internal controls.

5. In our opinion and according to the information and explanation given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. In respect of transactions with parties with whom transactions exceeding value ofRupees five lakh have been entered into during the financial year, are of prices which are reasonable having regard to the prevailing market prices of the relevant time.

6. The Company has not accepted any deposits from the public.

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

8. As informed to us ,the central Government has not prescribed maintenance of cost records by the small scale industry units under Section 209(1)(d) of the Companies Act,1956, Hence the company has not maintained these records being a SSI unit.

9. The company-is regular in depositing undisputed Statutory Dues including Provident Fund, Investor education and protection fund, Employees state insurance, income Tax,.Sales Tax, Wealth Tax,ServiceTax,CustomDuty,ExciseDuty, Cess and any other statutory dues applicable to it with the appropriate authorities, According to the information and explanations given to us, no undisputed amounts payable in respect of sales tax, Income tax, Wealth Tax, Service Tax, Custom tax. Excise Duty and Cess were outstanding of the year end for a period of more than six months from the date they became payable, According to the records of the company, there are no disputed amounts that have not been deposited with appropriate authorities on account of Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Sales Tax, Cess and Service Tax except the following.

Name of the Nature of Period to Amount Forum where

Statute the Dues which the Rs. the dispute

amt.Relates is pending

Employees State ESI 1998-2000 94087 Employees State

Insurance Act. Insurance Court

10. The company has no accumulated losses at the end of the financial year and it incurred cash losses in the current year but not in the immediately preceding financial year.

11. Based in our.audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in payment of- dues to financial institutions and banks.The company does not have any borrowings by way of 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. In our opinion and according to the information and explanations given to us,the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/mutual fund/socities.

14. Based on our examination of records and the information and explanations given to us the company has not dealt/traded in shares, securities, debentures and other securities during theyear.

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 insitutions.

16. The Company has not taken any term loans during the year covered by our audit and there is no term loan outstanding at the year end which was taken in earlier year except Vehicle Loans.

17. Based on our examination,Cash Flow Statement of the Company, we are of the opinion that funds raised on short term basis have not been used for long term investments.

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

19. The company did nothave any outstanding debentures during the year.

20. The company has not raised any money through public issue during the year.

21. Based on the audit procedures performed and information and explanations given by the management, we report that no fraud ori or by the company has-been noticed or reported during the course of our audit.

For PRAMOD & ASSOCIATES

Chartered Accountants

Jaipur (ABHISHEK DALMIA)

Dated :10th August, 2010 Partner