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Auditor Report of Rajratan Global Wire Ltd.

Mar 31, 2016

To,

The Shareholders of Rajratan Global Wire Limited Indore

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of Rajratan Global Wire Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2016, 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

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 material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the order”), issued by the Central Government of India in terms of subsection (11) of Section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, 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 standalone 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 31st March 2016 taken on records by the Board of Directors, none of the director is disqualified as on 31st March 2016 from being appointed as a director in terms of section 164(2) of the Act; and

(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 B”; and

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

(i) The company has disclosed the impact of pending litigation on it’s financial position in it’s financial statements- Refer Note 26.1 (d) to the financial statements;

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

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

ANNEXURE TO THE AUDITOR’S REPORT

(As referred to in our Independent Auditor’s Report of even date)

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

(b) As informed and explained to us, the management, during the year, has physically verified the items of the fixed assets of the company at reasonable interval and no significant discrepancies were noticed on such physical verification.

(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) As informed and explained to us the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(iii) The company has granted unsecured loans to one body corporate covered in the register maintained under Section 189 of the Companies Act, 2013 (“the Act”).

(a) The terms and conditions of the grant of such loans are not prejudicial to the company’s interest.

(b) The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand.

(c) Accordingly, paragraph 3(iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(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 sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148(1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(vii) (a) According to the books of accounts and records examined by us according to generally accepted auditing practices in India, in our opinion, the company has been regular in depositing undisputed statutory dues. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and other material statutory dues which have remained outstanding as at 31st March 2016 for a period of more than six months from the date they became payable.

(b) There are no disputed dues on account of Custom Duty, Wealth Tax/ Cess that have not been deposited. The disputed dues on account of the Sales Tax, Income Tax, Excise Duty and the Service Tax are as under:-

Particulars

Financial

Year

Amount

( Rs )

Forum where the Dispute is pending

Income tax

2003-04

200,000

CIT (A) -II Indore

Central sales tax

2008-09

955,403

Appellate Board, Bhopal

Central sales tax

2009-10

221,155

Appellate Board, Bhopal

Central sales tax

2011-12

506,565

Appellate Board, Bhopal

Central sales tax

2012-13

248,911

Appellate Board, Bhopal

Central sales tax

2013-14

792,212

Appellate Board, Bhopal

Central sales tax

2015-16

180,555

Before Commercial Tax Officer, Villupuram

Service tax

2005-06

584,233

Customs, Central Excise & Service Tax Appellate Tribunal, New Delhi

Service tax

2004 to 2015

2,420,603

The Company is in process to file appeal before Commissioner (A), Bhopal

Excise

2005 to 2009

1,152,642

The Company is in process to file appeal before Commissioner (A), Bhopal

Excise

2015-16

14,663

The Company is in process to file appeal before Commissioner (A), Bhopal

Excise

2015-16

4,284,025

The Company is in process to file appeal before Commissioner (A), Bhopal

(viii) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(ix) Paragraph 3(ix) of the Order is not applicable to the Company in respect of initial public offer or further public offer.

(x) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year under audit.

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

(xii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/ society. Therefore, the provisions of clause (xii) of Para 3 of the said order are not applicable to the company.

(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 registered under section 45-IA of the Reserve Bank of India Act 1934.

FOR FADNIS & GUPTE

Chartered Accountants

FRN : 006600C

Place of Signature: Indore (CA.Vikram Gupte)

Date: 11.05.2016 Partner

M.No. 074814


Mar 31, 2015

We have audited the accompanying Standalone Financial Statements of Rajratan Global Wire Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2015, 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.

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 material misstatement.

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the order"), issued oy the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 ofthe 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 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 standalone financial statements comply with the Accounting Standards specified under section 133 of the Act read with, Rule 7 ofthe Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the Directors as on 31st March 2015 taken on records by the Board of Directors, none of the director is disqualified as on 31st March 2015 from being appointed as a director in terms of section 164(2) of the Act; and

(f) 2G, 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 litigation on it''s financial position in it''s financial statements- Refer Note 26.1 (d) to the financial statements;

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

(iii) Following are the instances of delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the company.

S. Date by which the Amount Actual date Amount Number of No.should have been Credited of payment days of delay

1. 30/10/2014 04/12/2014 33,428 35

ANNEXURE TO THE AUDITOR''S REPORT

(As referred to in our Independent Auditor''s Report of even date)

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

(b) As informed and explained to us, the management, during the year, has physically verified the items of the fixed assets of the company at reasonable interval and no significant discrepancies were noticed on such physical verification.

(ii) (a) As informed and explained to us the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedure of physical verification of inventories followed by the management is adequate having regard to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The company has granted unsecured loans to one body corporate (Previous Year- Nil) covered in the register maintained under Section 189 of the Companies Act, 2013 ("the Act").

(b) In the case of the loans granted to body corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand.

(c) Accordingly, paragraph 4(iii)(c) of the Order is not applicable to the Company in respect of repayment ofthe principal amount.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of the business with regard to the purchase of fixed assets and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

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

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148(1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(vii) (a) According to the books of accounts and records examined by us according to generally accepted auditing practices in India, in our opinion, the company has been regular in depositing undisputed statutory dues. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and other material statutory dues which have remained outstanding as at 31st March 2015 for a period of more than six months from the date they became payable.

(b) There are no disputed dues on account of Custom Duty/Wealth Tax/Excise Duty/ Cess that have not been deposited. The disputed dues on account of the Sales Tax/ Income Tax and the Service Tax are as under:-

Particulars Final Year Amount ( Rs. )

Income Tax Act, 1961 2009-10 2,51,760

Income Tax Act, 1961 2010-11 4,86,650

Income Tax Act, 1961 2003-04 1,53,457

Income Tax Act, 1961 2003-04 2,00,000

Income Tax Act, 1961 2011-12 9,11,440

Central Sales Tax 2012-13 14,50,198 VAT/Entry Tax

Service Tax 2005-06 5,84,233

Particulars Forum where the Dispute is pending

Income Tax Act, 1961 CIT Appeal-2, Indore

Income Tax Act, 1961 CIT Appeal-2, Indore

Income Tax Act, 1961 ITAT, Indore Bench

Income Tax Act, 1961 CIT Appeal-2, Indore

Income Tax Act, 1961 CIT Appeal-2, Indore

Central Sales Tax Additional Commissioner (Appeals), Indore Vat/Entry Tax

Service Tax Customs, Central Excise and Service tax Appellant Tribunal New Delhi

(c) There has been delay of 35 days for transferring the amount, that is 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.

(viii) There are no accumulated losses of the company at the end of the financial year. The company has neither incurred cash losses during the financial year covered by our audit and nor in the immediately preceding financial year.

(ix) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(x) The company has given corporate guarantee for loans taken by its wholly owned subsidiary M/s. Rajratan Thai Wire Company Limited. As per our information and according to the explanations given to us the terms and conditions are not prima facie prejudicial to the interest ofthe company.

(xi) According to the information and explanations given to us, the term loans have been applied for the purpose for which they were received.

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

FOR FADNIS & GUPTE Chartered Accountants FRN : 006600C Place of Signature: Indore (CA.Vikram Gupte) Date: 18.05.2015 Partner M.No. 074814


Mar 31, 2014

1. We have audited the accompanying Financial Statements of M/s. RAJRATAN GLOBAL WIRE LIMITED, INDORE ("the Company"), which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

2. Management is responsible for the preparation of these Financial Statements that give true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standard referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular No. 15/2013 dated 13th September 2013 issued by the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and 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

3. 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments; the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. 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

7. 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.

8. 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 [and proper returns adequate for the purposes of our audit have been received from branches not visited by us]:

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

(d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956 read with the General Circular No. 15/2013 dated 13th September 2013 issued by the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013.

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

ANNEXURE TO THE AUDITOR''S REPORT (As referred to in paragraph 3 of our report of even date)

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

(b) As informed and explained to us, the management, during the year, has physically verified the items of the fixed assets of the company at reasonable interval and no significant discrepancies were noticed on such physical verification.

(c) As per our information and according to the explanations given to us, no substantial part of the fixed assets have been disposed off by the company during the previous year which could affect it''s going concern.

(ii) (a) As informed and explained to us the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedure of physical verification of inventories followed by the management is adequate having regard to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The company had given unsecured loans to parties covered in the register maintained under Section 301 of the Companies Act, 1956 which was squared up during the year, number of parties involved One (Previous Year One) and the balance outstanding as at Balance Sheet date is Rs. NIL (Previous Year Rs. 3,67,19,188/-).

(b) In our opinion and according to the information and explanations given to us, the rate of interest and the terms and conditions on which loans have been given are not prima facie prejudicial to the interest of the company.

(c) The company was in receipt of the principal amount and interest on a regular basis.

(d) Since there is no outstanding at the year, the clause (iii(d)) is not applicable to the company.

(e) The company has taken unsecured loan from the parties covered under section 301 of the Companies Act, 1956. There is one party (Previous year Two) and the balance outstanding as at Balance Sheet date is Rs. 95,85,609/- (Previous Year Rs. 93,58,623/-).

(f) In our opinion and according to the information and explanations given to us, the rate of interest and the terms and conditions on which loans have been taken are not prima facie prejudicial to the interest of the company.

(g) As informed to us, no stipulation is fixed for repayment of the loans received. The loans are repayable on demand. In view of the above, no amount is overdue.

(iv) In our opinion and according to the information and explanations given to us, the internal control systems for the purchases of inventory, fixed assets and for sale of goods commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) The transactions which need to be entered into the register maintained u/s. 301 of the Act have been so entered.

(b) In our opinion, the transaction exceeding the value of Rs. 5 lacs, in respect of any party covered under Section 301 of the Act during the year, have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such prices are available.

(vi) According to the information and explanations given to us the company has not accepted any deposits under section 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

(vii) In our opinion the Company has an internal audit system commensurating with its size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) According to the books of accounts and records examined by us according to generally accepted auditing practices in India, in our opinion, the company has been regular in depositing undisputed statutory dues. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and other material statutory dues which have remained outstanding as at 31st March 2014 for a period of more than six months from the date they became payable.

(b) There are no disputed dues on account of Sales Tax/ Custom Duty/ Wealth Tax/ Excise Duty/ Cess that have not been deposited. The disputed dues on account of the Income Tax and the Service Tax are as under:-

Name of the Nature of the Amount Statute Dues (Rs.)

Income Tax Tax demanded 4,86,650 Act, 1961 after assessment

Income Tax Tax demanded 2,51,760 Act, 1961 after assessment

Income Tax Tax demanded 1,53,457 Act, 1961 after assessment

Finance Act, Service Tax 5,84,233 1994

Central Tax demanded 90,380 Sales Tax after assessment

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

Income Tax Act, 1961 2010-11 CIT Appeal-2, Indore

Income Tax Act, 1961 2009-10 CIT Appeal-2, Indore

Income Tax Act, 1961 2003-04 ITAT, Indore Bench

Finance Act, 1994 2005-06 Customs, Central Excise & Service Tax Appellate Tribunal, New Delhi

Central Sales Tax 2005-06 Additional Commissioner (Appeals), Indore

(x) There are no accumulated losses of the company at the end of the financial year. The company has neither incurred cash losses during the financial year covered by our audit and nor in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) According to the information and explanations given to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/ society. Therefore, the provisions of clause (xiii) of Para 4A of the said order are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of Para 4A of the said order are not applicable to the company.

(xv) The company has given corporate guarantee for loans taken by its wholly owned subsidiary M/s. Rajratan Thai Wire Company Limited. As per our information and according to the explanations given to us the terms and conditions are not prima facie prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us and on the basis of our examination of book of accounts, no term loans were received.

(xvii) According to the information and explanations given to us, and on an overall examination of the balance sheet of the company, we report that no short-term funds have been utilized for long term purposes.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act during the period under audit.

(xix) As the company has not issued debentures this clause is not applicable to the company.

(xx) According to the information and explanations given to us, during the period covered by our audit report the company has not raised any money by public issues.

(xxi) According to the information and explanations given to us, no fraud has been committed by or against the company during the year under audit.

FOR FADNIS & GUPTE Chartered Accountants FRN : 006600C (CA. Vikram Gupte) Partner M.No. 074814

INDORE - 452 001 DATED - 28th May 2014


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying Financial Statements of M/s. RAJRATAN GLOBAL WIRE LIMITED, INDORE ("the Company"), which comprise the Balance Sheet as at 31st March 2013, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

2. Management is responsible for the preparation of these Financial Statements that give true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standard referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and 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

3. 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.

4. 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 ofthe financial statements.

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

Opinion

6. 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 March31,2013;

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

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

Report on Other Legal and Regulatory Requirements

7. 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 ofthe Order.

8. As required by section 227(3) ofthe 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 [and proper returns adequate for the purposes of our audit have been received from branches notvisitedbyus]:

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

(d) In our opinion, the Balance Sheet, Statement of Profit & Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 ofthe 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 ofthe 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 ofthe 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 AUDITOR''S REPORT

(As referred to in paragraph 3ofour report of even date)

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

(b) As informed and explained to us, the management, during the year, has physically verified the items of the fixed assets of the company at reasonable interval and no significant discrepancies were noticed on such physical verification.

(c) As per our information and according to the explanations given to us, no substantial part of the fixed assets have been disposed off by the company during the previous year which could affect it''s going concern.

(ii) (a) As informed and explained to us the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedure of physical verification of inventories followed by the management is adequate having regard to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The company has given unsecured loans to its wholly owned subsidiary M/s. Rajratan Thai Wire Company Limited covered in the register maintained under Section 301 ofthe Companies Act, 1956. There is one party (Previous Year One) involved and the balance outstanding as at Balance Sheet date is Rs.3,67,19,188/- (Previous Year Rs.3,15,66,350/-).

(b) In our opinion and according to the information and explanations given to us, the rate of interest and the terms and conditions on which loans have been given are not prima facie prejudicial to the interest ofthe company.

(c) The company is in receipt ofthe principal amount and interest on aregular basis.

(d) The loans are not overdue.

(e) The company has taken unsecured loan from the parties covered under section 301 ofthe Companies Act, 1956. The number of parties are Two (Previous year Three) and the balance outstanding as at Balance Sheet date is Rs. 93,58,623/- (Previous Year Rs.57,02,048/-)

(f) In our opinion and according to the information and explanations given to us, the rate of interest and the terms and conditions on which loans have been taken are not prima facie prejudicial to the interest ofthe company.

(g) As informed to us, no stipulation is fixed for repayment of the loans received. The loans are repayable on demand. In view ofthe above, no amount is overdue.

(iv) In our opinion and according to the information and explanations given to us, the internal control systems for the purchases of inventory, fixed assets and for sale of goods commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) The transactions which need to be entered into the register maintained u/s. 301 of the Act have been so entered.

(b) In our opinion, the transaction exceeding the value of Rs. 5 lacs, in respect of any party covered under Section 301 ofthe Act during the year, have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such prices are available.

(vi) According to the information and explanations given to us the company has not accepted any deposits under section 58A, 58AAor any other relevant provisions ofthe Companies Act, 1956.

(vii) In our opinion the Company has an internal audit system commensurating with its size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(l)(d) ofthe Companies Act, 1956 and are ofthe opinion that prima facie, the prescribed accounts andrecords have been made and maintained.

(ix) (a) According to the books of accounts and records examined by us according to generally accepted auditing practices in India, in our opinion, the company has been regular in depositing undisputed statutory dues. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and other material statutory dues which have remained outstanding as at 31st March 2013 for a period of more than six months from the date they became payable.

(b) There are no disputed dues on account of Sales Tax/ Custom Duty/ Wealth Tax/ Excise Duty/ Cess that have not been deposited. The disputed dues on account ofthe Income Tax and the Service Tax are as under:-

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

Income Tax Income Tax Nil 2008-09 CIT Appeal-2, Indore Act, 1961

Income Tax Income Tax 251,760 2009-10 CIT Appeal-2, Indore Act, 1961

Finance Act, Service Tax 584,233 2005-06 Customs, Central Excise 1994 & Service Tax Appellate Tribunal, New Delhi

(x) There are no accumulated losses ofthe company at the end ofthe financial year. The company has neither incurred cash losses during the financial year covered by our audit andnor in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) According to the information and explanations given to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures andother securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/ society. Therefore, the provisions of clause (xiii) of Para 4A ofthe said order are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of Para 4Aof the said order are not applicable to the company.

(xv) The company has given corporate guarantee for loans taken by its wholly owned subsidiary M/s. Rajratan Thai Wire Company Limited. As per our information and according to the explanations given to us the terms and conditions are not prima facie prejudicial to the interest ofthe company.

(xvi) According to the information and explanations given to us and on the basis of our examination of book of accounts, the term loans received by the company during the year were applied for the purpose for which they were sanctioned.

(xvii) According to the information and explanations given to us, and on an overall examination of the balance sheet of the company, we report that no short-term funds have been utilized for long term purposes.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 ofthe Companies Act during the period under audit.

(xix) As the company has not issued debentures this clause is not Applicable to the company.

(xx) According to the information and explanations given to us, during the period covered by our audit report the company has not raised any money by public issues.

(xxi) According to the information and explanations given to us, no fraud has been committed by or against the company during the year under audit.

FOR FADNIS & GUPTE

INDORE -452001 Chartered Accountants

DATED - 30th May 2013 FRN : 006600C

(CA. Virkram Gupte)

Partner

M.No. 074814


Mar 31, 2012

We have audited the attached Balance Sheet of M/S RAJRATAN GLOBAL WIRE LIMITED, INDORE as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the company for the year ended on that date. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

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, evidences 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 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 Companies (Auditor's Report) (Amendment Order, 2004)] issued by the Company Law Board in terms of Section 227 (4A) we enclose in the Annexure a Statement on the matters specified in paragraphs 4 & 5 of the said order.

2. Further to our comments in the annexure referred to paragraph 1 above we wish to report as under:-

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 appeared from our examination of the books.

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

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

e. On the basis of declarations obtained and taken on record by the Company from the Directors, we confirm that none of the Director of the company is disqualified from being appointed as a Director of the company under 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 explanations given to us, the said accounts, read with the notes thereon, give a true and fair view

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

II. In the case of the Statement of Profit and Loss of the profit for the year ended on that date.

III. In the case of Cash Flow Statement of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT (As referred to in paragraph 3 of our report of even date)

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

(b) As informed and explained to us, the management, during the year, has physically verified the items of the fixed assets of the company at reasonable interval and no significant discrepancies were noticed on such physical verification.

(c) As per our information and according to the explanations given to us, no substantial part of the fixed assets have been disposed off by the company during the previous year which could affect it's going concern.

(ii) (a) As informed and explained to us the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedure of physical verification of inventories followed by the management is adequate having regard to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The company has given unsecured loans to its wholly owned subsidiary

M/s. Rajratan Thai Wire Company Limited covered in the register maintained under Section 301 of the Companies Act, 1956. There is one party (Previous Year None) involved and the balance outstanding as at Balance Sheet date is Rs. 3,15,66,350/- (Previous Year Nil).

(b) In our opinion and according to the information and explanations given to us, the rate of interest and the terms and conditions on which loans have been given are not prima facie prejudicial to the interest of the company.

(c) The company is in receipt of the principal amount and interest on a regular basis.

(d) The loans are not overdue.

(e) The company has taken unsecured loan from the parties covered under section 301 of the Companies Act, 1956. The number of parties are Three (Previous year Three) and the balance outstanding as at Balance Sheet date is Rs.57,02,048/- (Previous Year Rs.40,85,911/-).

(f) In our opinion and according to the information and explanations given to us, the rate of interest and the terms and conditions on which loans have been taken are not prima facie prejudicial to the interest of the company.

(g) As informed to us, no stipulation is fixed for repayment of the loans received. The loans are repayable on demand. In view of the above, no amount is overdue.

(iv) In our opinion and according to the information and explanations given to us, the internal control systems for the purchases of inventory, fixed assets and for sale of goods commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) The transactions which need to be entered into the register maintained u/s. 301 of the Act have been so entered.

(b) In our opinion, the transaction exceeding the value of f 5.00 lacs, in respect of any party covered under Section 301 of the Act during the year, have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such prices are available.

(vi) According to the information and explanations given to us the company has not accepted any deposits under section 58A, 58AAor any other relevant provisions of the Companies Act, 1956.

(vii) In our opinion the Company has an internal audit system commensurating with its size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) According to the books of accounts and records examined by us according to generally accepted auditing practices in India, in our opinion, the company has been regular in depositing undisputed statutory dues. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and other material statutory dues which have remained outstanding as at 31st March 2012 for a period of more than six months from the date they became payable.

(b) There are no disputed dues on account of Sales Tax/ Custom Duty/ Wealth Tax/ Excise Duty/ Cess that have not been deposited. The disputed dues on account of the Income Tax and the Service Tax are as under:-

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

Income Tax Income Tax Nil 2007-08 CIT Appeal-2, Indore Act, 1961

Income Tax Income Tax Nil 2008-09 CIT Appeal-2, Indore Act, 1961

Finance Act, Service Tax 5,84,233 2005-06 Customs, Central Excise 1994 & Service Tax Appellate Tribunal, New Delhi

(x) There are no accumulated losses of the company at the end of the financial year. The company has neither incurred cash losses during the financial year covered by our audit and nor in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) According to the information and explanations given to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/ society. Therefore, the provisions of clause (xiii) of Para 4A of the said order are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of Para 4A of the said order are not applicable to the company.

(xv) The company has given corporate guarantee for loans taken by its wholly owned subsidiary M/s. Rajratan Thai Wire Company Limited. As per our information and according to the explanations given to us the terms and conditions are not prima facie prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us and on the basis of our examination of book of accounts, the term loans received by the company during the year were applied for the purpose for which they were sanctioned.

(xvii) According to the information and explanations given to us, and on an overall examination of the balance sheet of the company, we report that no short-term funds have been utilized for long term purposes.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301of the Companies Act during the period under audit.

(xix) As the company has not issued debentures this clause is not Applicable to the company.

(xx) According to the information and explanations given to us, during the period covered by our audit report the company has not raised any money by public issues.

(xxi) According to the information and explanations given to us, no fraud has been committed by or against the company during the year under audit.

FOR FADNIS & GUPTE

Chartered Accountants

FRN : 006600C

INDORE - 452 001 (CA.Manoj Fadnis)

DATED - 28th May 2012 Partner

M.No. 072707


Mar 31, 2011

We have audited the attached Balance Sheet of M/S RAJRATAN GLOBAL WIRE LIMITED, INDORE as at 31st March, 2011 and Profit & Loss Account of the company for the year ended on that date. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

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 statementsare free ofmatenal misstatement. An audi includes examining, on a test basis, evidences supporting the amounts and disclosures in the financial statements. An audi also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating 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 Companies (Auditor's Report) (Amendment Order, 2004)] issued by the Company Law Board interms of Section2 27(4A) been closed the Annexure a Statement on the matters specified in paragraphs 4 & 5 of the said order.

2. Further to our comments in the annexure referred to paragraph 1 above we wish to report as under:-

a. We have obtained all the information and explanations, which to the best ofourknowledgeandbeliefwerenecessaryforthepurposeof our audit.

b. In our opinion, proper books of accounts as required by Law have been kept by the Company so far as appeared from our examination of the books

c. The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by thisreport are in agreement with the books of accounts.

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

e. OnthebasisofdeclarationsobtainedandtakenonrecordbytheCompany from the Directors, we confirm that none of the Director of the company is disqualified from being appointed as a Director of the company under clause (g) of sub section(l) of section274 oftheCompamesAct, 1956.

f hr our opinion and to the best of our information and according to the explanations given to us, the said accounts, read with the notes thereon, give atrueandfairview :-

I. In the case of Balance Sheet of the state of affairs of the company as at 31 st Mach,2011.

II. hr the case of the Profit & Loss Account of the profit for the year ended on that date.

III. hr the case of Cash Flow Statement of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT (As referred to in paragraph 3 of our report of even date)

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets

(b) As informed and explained to us, the management, during the year, has physically verified the items of the fixed assets of the company at reasonable interval and no significant discrepancies were noticed on such physicalvenfication.

(c) As per our information and according to the explanations given to us, no substantial part of the fixed assets has been disposed off by the company during the previous year which could affect it's going concern.

(u) (a) As informed and explained to us the inventory has been physically verified during the year by the management, hr our opinion the frequency of verification is reasonable.

(b) hr our opinion the procedure of physical verification of inventories followed by the management is adequate having regard to the size of the company and the nature of is business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(in) (a) The company has not given any secured or unsecured loans to the companyffirms or other parties covered in the register maintained under Section 301 oftheCompamesAct, 1956.

(b) As the company has not given any loans the sub-clauses (b), (c) and (d) of clause(iii)of Para 4A of the said order are not applicable to the company.

(c) The company has taken unsecured loan from the parties covered under section 301 of the Companies Act, 1956. The number of parties are 3 (Three) and the balance outstanding as at Balance Sheet is Rs. 40,85,911/- (Previous YearRs.2,18,24,599/-)

(d) hr our opinion and according to the information & explanations given to us, the terms and conditions on which loans have been taken are notpnma facie prejudicial to the interest of the company.

(e) As informed to us no stipulation is fixed for repayment of the loans received. The loan is repayable on demand, hr view of the above, no amount is overdue.

(iv) In our opinion and according to the information and explanations given to us, the internal control systems for the purchases of inventor^ fixed assets and for sale of goods and services commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a)The transactions which need to be entered into the register maintained u/s. 301of the Act have been so entered.

(b)In our opnion,the transaction exceeding the value of Rs. 5 lacs respect of any party during the year have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such prices are available.

(vi) According to the information and explanations given to us the company has not acceptedany deposits under section 58 A, 5 8AA or any other relevant provisions oftheCompamesAct, 1956. (

vii) hr our opinion the Company has an internal audit system commensuratmg with is size andnature of is business.

(vin) To the best of our knowledge the Central Government has not prescribed the maintenance of cost record! by the company under section 209 (1) (d) of the CompamesAct,1956.

(ix) (a) According to the books of accounts and records as produced and examined by us according to generally accepted auditing practices in hrdia, in our opinion, the company has been regular in depositing undisputed statutory dues. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance: Income tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and other material statutory dues which have remained outstanding as at 31st March 2011 for a period of more than six months from the date they became applicable. (b) According to the books of accounts and records as produced and examined by us in accordance with the generally accepted auditing practices in India, as informed and explained to us, the particulars and dues of Income Tax as 31st March 2011 which have not been deposited on account of dispute are as follows:

Particulars Pertaining to Amount (Rs.) Authority where pending Financial Year

IncomeTax 2006-07 1,34,891 Commissioner of Income Tax, Indore

(x) There are no accumulated losses of the company at the end of the financial year. The company has neither incurred cash losses during the financial year covered by our audit and nor in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, banks or debenture holders.

(xii) According to the information and explanations given to us the company has not granted loans and advances on the balls of security by way of pledge of shares, debenturesandothersecuriies.

(xiu) In our opinion, the company is not a chit fund or a mdhi mutual benefit fund/ society. Therefore, the provisions of clause

(xiu) of Para 4Aof the said order are notapplicabletothecompany.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities. debentures and other investments. Accordingly, the provisions of clause

(xiv) of Para 4A of the said order are not applicable to the company.

(xv) The company has given corporate guarantee for loans taken by its wholly owned subsidiary M/s. Rljratan Thai Wife Company Limited. As per our information and according to the explanations given to us the terms and conditions are not prima facie prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us and on the basis of our examination of book of accounts, the term loans received by the company dunng the year were applied for the purpose for which they were sanctioned

(xvu) According to the information and explanations given to us, and on an overall examination of the balance sheet of the company, we report that no short-term funds have been utilized for long term purposes.

(xvin) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act during the period under audit.

(xix) As the company has not issued debentures this clause is not Applicable to the company.

(xx) According to the information and explanations given to us, during the period covered by our audi report the company has not raised any money by public issues.

(xxi) According to the information and explanations given to us, no fraud has been committed by or against the company during the year under audit.

FOR FADNIS & GUPTE

INDORE-452001 Chartered Accountants DATED-11th May 2011 FRN : 006600C

(CA.Manoj Fadnis) Partner M.No. 072707


Mar 31, 2010

We have audited the attached Balance Sheet of M/S RAJRATAN GLOBAL WIRE LI MITED. INDORE as at 31 st March, 2010 and Profit & Loss Account of the company for the year ended on that date. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

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, evidences 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 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 Companies (Auditors Report) (Amendment Order, 2004)] issued by the Company Law Board in terms of Section 227 (4A) we enclose in the Annexure a Statement on the matters specified in paragraphs 4 & 5 of the said order.

2.Further to our comments in the annexure referred to 1 paragraph 1 above we wish to report as under: -

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 appeared from our examination of the books

c. The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

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

e. On the basis of declarations obtained and taken on record by the Company from the Directors, we confirm that none of the Director of the company is disqualified from being appointed as a Director of the company under 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 explanations given to us, the said accounts, read with the notes thereon, give a true and fair view :-

I. In the case of Balance Sheet of the state of affairs of the company as at 31 st Mach,2010.

II. In the case of the Profit & Loss Account of the profit for the year ended on that date.

III. In the case of Cash Flow Statement of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (As referred to in paragraph 3 of our report of even date)

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

(b) As informed and explained to us, the management, during the year, has physically verified the items of the fixed assets of the company at reasonable interval and no significant discrepancies were noticed on such physical verification.

(c) As per our information and according to the explanations given to us, no substantial part of the fixed assets has been disposed off by the company during the previous year which could affect its going concern.

(ii) (a) As informed and explained to us the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedure of physical verification of inventories followed by the management is adequate having regard to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The company has not given any secured or unsecured loans to the company, firms or other parties covered in the register maintained under Section301 of the Companies Act, 1956.

(b) As the company has not given any loans the sub-clauses (b), (c) and (d) of clause (iii) of Para 4A of the said order are not applicable to the company.

(c) The company has taken unsecured loan from the parties covered under section 301 of the Companies Act, 1956. The number of parties are 3 (Three) and the balance outstanding as at Balance Sheet is Rs. 2,18,24,599/-(Previous Year Rs. 1,04,26,939/-).

(d) In our opinion and according to the information & explanations given to us, the terms and conditions on which loans have been taken are not prima facie prejudicial to the interest of the company.

(e) As informed to us no stipulation is fixed for repayment of the loans received. The loan is repayable on demand. In view of the above, no amount is overdue.

(iv) In our opinion and according to the information and explanations given to us. the internal control systems for the purchases of inventory, fixed assets and for sale of goods and services commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) The transactions which need to be entered into the register maintained u/s 301 of the Act, have been so entered.

(b) In our opinion, the transaction exceeding the value of Rs. 5 lacs in respect of any party during the year have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such prices are available.

(vi) According to the information and explanations given to us the company has not accepted any deposits under section 58A, 58AA or any other relevant prpvisions of the Companies Act, 1956

(vii) In our opinion the Company has an internal audit system commensurating with its size and nature of its business.

(viii) To the best of our knowledge the Central Government has not prescribed the maintenance of cost records by the company under section 209 (I) (d) of the Companies Act, 1956.

(ix) (a) According to the books of accounts and records as produced and examined by us according to generally accepted auditing practices in India, in our opinion, the company has been regular in depositing undisputed statutory dues. According to the information and explanations given to us. there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and other material statutory dues which have remained outstanding as at 31st March 2010 for a period of more than six months from the date they became applicable.

(b) According to the books of accounts and records as produced and examined . by us in accordance with the generally accepted auditing practices in India, as informed and explained to us, the particulars and dues of Income Tax as 31st March 2010 which have not been deposited on account of dispute are as follows:

Particulars Pertainingto Amount(Rs) Authority where pending

Financial Year

IncomeTax 2006-07 1.34,891 Income TaxAppellate Tribunal.

Indore

(x) There are no accumulated losses of the company at the end of the financial year The company has neither incurred cash losses during the financial yearcovered by our audit and nor in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, banks or debenture holders.

(xii) According to the information and explanations given to us the company has not granted loans and advances on the basis of security by way of pledge of shares. debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/ society. Therefore, the provisions of clause (xiii) of Para 4A of the said order are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities. debentures and other investments. Accordingly, the provisions of clause (xiv) of Para 4A of the said order are not applicable to the company.

(xv) The company has given corporate guarantee for loans taken by its whol ly owned subsidiary M/s. Rajratan Thai Wire Company Limited As per our information and according to the explanations given to us the terms and conditions are not prima facie prejudicial to the interest of the company.

(xvi) As per our information and according to explanations given to us no terms loans are raised during the year,

(xvii) According to the information and explanations given to us. and on an overall examination of the balance sheet of the company, we report that no short-term funds have been utilized for long term purposes

(xviii) According to the information and explanations given to us. the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act during the period underaudit.

(xix) As the company has not issued debentures this clause is not Applicable to the company.

(xx) According to the information and explanations given to us, during the period covered by our audit report the company has not raised any money by public issues.

(xxi) According to the information and explanations given to us, no fraud has been committed by or against the company during the year under audit.

FOR FADNIS & GUPTE

Chartered Accountants

INDORE - 452001 (CA.Manoj Fadnis)

DATED - 05th May 2010 Partner

M.No 072707

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