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Auditor Report of Rama Steel Tubes Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of FWs Rama Steel Tubes Limited which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statements

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

3. 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 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 evidences we have obtained are 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, subject to the note no. 11 where we do not express any opinion, in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March 2015.

ii) In the case of the Profits. Loss Statement, of the Profit of the Company for the year ended on that date.

Hi) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

4. Report on Other Legal and Regulatory Requirements As required by section 143(3) of the Act, we report that:

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

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

C) the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

f) With respect to the other matters included in the Auditor's Report and to 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.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

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

Annexure to the Independent Auditors' Report Re: Rama Steel Tubes Limited Referred to in paragraph 3 and 4 of our report of even date

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

b) A substantial portion of the fixed assets has been physically verified by the management during the period and in our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

2. a) The inventories have been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, 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 within the books of account.

3. a) The company has not granted unsecured loan to any company, firms or other Parties covered in the register maintained under section 189 of the companies Act, 2013.Therefore, clause (b) and (c)are not applicable.

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

5. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits within the meaning of provisions of sections of 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the ruts framed there under.

In our opinion and according to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any other Tribunal against the company.

6. We have broadly reviewed the books of account relating to materials, labour and other items of cost 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 Companies Act, 2013 we are of the opinion that prima facie the prescribed accounts and record have been made and maintained. We have not made however a detailed examination of the record with a view to determine whether they are accurate or complete.

7. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty. Excise Duty, Service Tax, Value Added Tax . Cess and other material statutory dues applicable toil

(b) According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty, Service Tax, Value Added Tax, Cess etc. were outstanding as at 31st March, 015 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us and records of the company examined by us, the particulars of dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax, Value Added Tax, Cess which have not been deposited on account of any dispute, are as per annexure below:

SI No. Name of the Nature of Dues Amount in Rs. Statute

1. UP. Tax on Entry of Goods in The constitutional 1,01,82,386 to Local areas ordinance, 2007 validity of U.P. Tax on

Entry of Goods in to Local areas ordinance, 2007 had been Challenged,

Name of the Period to which Authority where the dues Related Statute November,2008 UP. Tax on to March 2011 Entry of Goods Dispute is Pending to Local areas for Decision to Local areas

Before the Supreme Court of India

(d) According to the information and explanation given to us and records of the company examined by us, the company is not required to transfer amount 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 to such fund with in time.

1. The company has no accumulated losses as at 31st March 2015 and has not incurred any cash losses during the financial period covered fay our audit and in the immediately preceding financial period.

2. In our opinion and according to the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

10. The company has given corporate guarantee for Rs.3000 Lacs for loans taken by Joint Venture Company in which the Company is one of Participant, from bank or financial institutions.

11. In our opinion, the term loans have been applied for the purpose for which they were raised.

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

For VAPS & Company

Chartered Accountants,

Firm Regn. No. 003612N

Sd/- (P.KJAIN)

Partner

H.N.082515

Place: Delhi Dated: May 30,2015


Mar 31, 2014

We have audited the accompanying financial statements of RAMA STEELS TUBES LTD 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's Responsibility for the Financial Statements

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

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We 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, subject to note no.10 where we do not express any opinion, 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 & Loss, of the profit for the year ended on that date.

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

Report on Other Legal & Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of

India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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 AUDITORS' REPORT

Ref: RAMA STEEL TUBES LTD.

Referred to in paragraph 3 of our report of even date:

1) a) The company has maintained proper records to show full particulars including quantitative

details and situation of Fixed Assets.

b) A substantial portion of the fixed assets have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

c) During the year Fixed assets disposed off of Rs. 8,06,985/- .But according to the information and explanations given to us, we are of the opinion that the disposal of fixed assets has not affected the going concern status of the company.

2) a) The inventories (excluding stocks with third parties) have been physically verified during the year by the management. In respect of inventory lying with the third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and accordingly to the information and explanations given to us, 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.

3) a) The company has not granted unsecured loan to Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The company has taken unsecured loan from fourteen company, firms, & other parties covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 399,10,367 and the year end balance of loans taken from such parties was Rs. 335,24,594. In our opinion the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest, if any.

d) There is no overdue amount of loans taken from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls system of the company in respect of these areas.

5) a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts and arrangements that need to be entered into the register maintained under section 301 have been so entered.

b) The transactions in pursuance of such contracts have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act 1956, and the Companies (Acceptance of Deposit) Rules, 1975 with regard to the deposits accepted from the public. The Company Law Board / National Company Law Tribunal or Reserve Bank of India or any court or any other any Tribunal has passed no order in respect of the aforesaid deposits.

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 account relating to materials, labour and other items of cost 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 we are of the opinion that Prima-facie the prescribed accounts and Records have been maintained.

9) a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess etc. were outstanding as at March 31,2014 for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us and records of the company examined by us, the particulars dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax, and Cess which have not been deposited on account of any dispute are as follows:

Sl Name of the Nature of Dues Amount No. Statute in Rs.

1. U.P. Tax on The constitutional 101,82,386 Entry of Goods validity of U.P. in to Local Tax on Entry of areas Goods in to ordinance, Local areas 2007 ordinance, 2007 had been Challenged.

Sl Name of the Period to Authority where No. Statute which dues the Dispute is Related

1. U.P. Tax on November,2008 Before the Entry of Goods to March 2011 Supreme Court in to Local Judicature areas ordinance, 2007

10) The company has no accumulated losses as at 31st March, 2014 and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12) We have been informed that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence paragraph 4(xii) of the order is not applicable.

13) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of Clause 4 (xiii) of the Companies (auditors' report) Order, 2004(amended) are not applicable to the company.

14) Accordingly to the information & explanations given to us, the company has made investment in shares, securities, debenture, & other investment during the year. All the shares have been held by company in its own name. The Company Complied with the provisions of clause 4 (xiv) of the Companies (auditors report) order, 2004.

15) The company has given Corporate Guarantee for Rs. 3000 Lacs for loans taken by the Joint Venture Company in which the Company is one of participant, from bank or financial institutions.

16) In our opinion, the term loan has been applied for the purpose for which they were raised.

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

18) Based on our examination of records and the information provided to us by the management we report that the company has made preferential allotment of shares to its Managing Director Sh. Naresh Kumar Bansal of 10,00,000, 5%Non Cumulative Preference Shares of Rs. 10 each were allotted in Oct 2013.

19) During the period covered by our audit report, the company has not issued any debentures.

20) The company has not raised any money from public issue and as such question of end use of money raised by public issue does not arise.

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

For VAPS & COMPANY. Chartered Accountants Firm Regn. No. 003612N



Sd/- (P.K. Jain) Partner Membership No. 82515

Place : New Delhi Date : September 1,2014


Mar 31, 2013

We have audited the accompanying financial statements of RAMA STEELS TUBES LTD which comprise the Balance Sheet as at March 31, 2013, 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

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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.

Auditors'' 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, subject to note no.10 where we do not express any opinion, in conformity with the accounting principles generally accepted in India :

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

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

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

Report on Other Legal & Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956, subject to Note No.9(a) and 9(b) of Significant Accounting Policies in Annexure I ;

e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORTRef: RAMA STEEL TUBES LTD. Referred to in paragraph 3 of our report of even date:

1) a) The company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets.

b) A substantial portion of the fixed assets have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

c) During the year Fixed assets disposed off of Rs 5,35,394/- .But according to the information and explanations given to us, we are of the opinion that the disposal of fixed assets has not affected the going concern status of the company.

2) a) The inventories (excluding stocks with third parties) have been physically verified during the year by the management.

In respect of inventory lying with the third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and accordingly to the information and explanations given to us, 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.

3) a) The company has not granted unsecured loan to Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The company has taken unsecured loan from twelve company, firms, & other parties covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs.390,78,128 and the year end balance of loans taken from such parties was Rs.221,27,146. In our opinion the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest, if any.

d) There is no overdue amount of loans taken from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls system of the company in respect of these areas.

5) a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts and arrangements that need to be entered into the register maintained under section 301 have been so entered.

b) The transactions in pursuance of such contracts have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act 1956, and the Companies (Acceptance of Deposit) Rules, 1975 with regard to the deposits accepted from the public. The Company Law Board / National Company Law Tribunal or Reserve Bank of India or any court or any other any Tribunal has passed no order in respect of the aforesaid deposits.

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 account relating to materials, labour and other items of cost 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 we are of the opinion that Prima-facie the prescribed accounts and Records have been maintained.

9) a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess etc. were outstanding as at March 31, 2013 for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us and records of the company examined by us, the particulars dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax, and Cess which have not been deposited on account of any dispute are as follows:

Name of the Statute : U.P. Tax on Entry of Goods in to Local areas ordinance, 2007

Nature of Dues : The constitutional validity of U.P. Tax on Entry of Goods in to Local areas ordinance, 2007 had been Challenged.

Amount in Rs. : 109,94,936

Period to which : November,2008 to March 2011 dues Related

Authority where the : Before the Supreme Court Judicature Dispute is Pending for Decision

10) The company has no accumulated losses as at 31st March, 2013 and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12) We have been informed that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence paragraph 4(xii) of the order is not applicable.

13) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of Clause 4 (xiii) of the Companies (auditors'' report) Order, 2004(amended) are not applicable to the company.

14) Accordingly to the information & explanations given to us, the company has made investment in shares, securities, debenture, & other investment during the year. All the shares have been held by company in its own name. The Company Complied with the provisions of clause 4 (xiv) of the Companies (auditors report) order, 2004.

15) The company has given Corporate Guarantee for Rs.3000 Lacs for loans taken by the Joint Venture Company in which the Company is one of participant, from bank or financial institutions.

16) In our opinion, the term loan has been applied for the purpose for which they were raised.

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

18) Based on our examination of records and the information provided to us by the management we report that the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) During the period covered by our audit report, the company has not issued any debentures.

20) The company has not raised any money from public issue and as such question of end use of money raised by public issue does not arise.

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

For VAPS & COMPANY Chartered Accountants Firm Regn. No. 003612N

Sd/- ( P.K. Jain) Partner Membership No. 82515

Place : New Delhi Date : September 2, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Rama Steel Tubes Limited as at 31st March, 2012 and Statement of Profit & Loss and Cash Flow Statement for the period ended on that date annexed hereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the explanations furnished to us during the course of our audit, we give in the Annexure a statement specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the annexure referred to above, we report that:

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

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

(d) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement have been prepared in compliance with the Accounting Standards referred to in sub section (3c) of section 211 of the Companies Act, 1956, subject to Note No. 9(a) and 9(b) of Significant Accounting Policies in Annexure I

(e) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information as required by the Companies Act,1956 and give a true and fair view in conformity with accounting principles generally accepted in India:

i.) In so far as it relates to the Balance Sheet of the State of Affairs of the company as at 31st March 2012,

ii) In the case of Statement of Profit & Loss Account of the profit of the company for the Period ended on that date, and

iii) In the case of Cash Flow Statement of the cash flows of the company for the Period ended on that date.

(f) Based on representation made by all the Directors of the company to the Board and the information and explanations as made available to us by the company, none of the directors of the company prima-facie have any disqualification as referred to in clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Annexure to the Auditors' Report

Re: Rama Steel Tubes Limited

Referred to in paragraph 3 of our report of even date

1. a) The company has maintained proper records showing full particulars Including quantitative details and situation of fixed assets.

b) A substantial portion of the fixed assets has been physically verified by the management during the period and in our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

c) There was no substantial disposal of fixed assets during the year.

2. a) The inventories have been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, 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.

3. a) The company has not granted unsecured loan to any company, firms or other Parties covered in the register maintained under section 301 of the companies Act, 1956. Accordingly, the clauses (iii)(b), (iii)(c), (iii)(d) of the paragraph 4 of the Order, are not applicable.

b) The company has taken unsecured loan from Nine company,firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. The maximum amount involved during the year was Rs.5,70,31,636/- Lacs and the year end balance of loans taken from such parties was Rs.3,29,82,893/- Lacs In our opinion the rate of interest and other terms and conditions on which loan have been taken from company covered in the register maintained under section 301 of the companies Act, 1956 is not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest, if any.

d) There is no overdue amount of loans taken from companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

4. In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts and arrangement that need to be entered into the register maintained under section 301 have been so entered.

b) The transactions in pursuance of such contracts have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has accepted public deposits during the year from the public within the meaning of provisions of sections of 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975 have been complied with. No order has been passed by the Company Law Board ,in this regard.

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 account relating to materials, labour and other items of cost 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 we are of the opinion that prima facie the prescribed accounts and record have been made and maintained. We have not made however a detailed examination of the record with a view to determine whether they are accurate or complete.

9. (a) According to the records of the company, the company is regular in depositing with appropriate

authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty, Service Tax, Cess etc. were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us and records of the company examined by us, the particulars dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax, Cess which have not been deposited on account of any dispute, are as follows:

Sl Name of the Nature of Amount in Period No. Statute Dues Rs. to which dues Related

1. U.P. Tax on The constitutional 109,94,936 November,2008 to Entry of validity of U.P. March 2012 Goods Tax on Entry of in to Local Goods in to Local areas areas ordinance, ordinance, 2007 had 2007 been Challenged.

Sl Name of the Authority No. Statute where the Dispute is Pending for Decision

1. U.P. Tax on Before the Entry of Supreme Court Goods Judicature in to Local areas ordinance, 2007

10. The company has no accumulated losses as at 31st March 2012 and has not incurred any cash losses during the financial period covered by our audit and in the immediately preceding financial period.

11. In our opinion and according to the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. We have been informed that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (auditors' report) Order, 2003 are not applicable to the company.

14. According to the information and explanations given to us, the company made investment in shares, securities, debentures and other investments during the Year. All the shares are in the name of the Company and in this regard contracts have been made.

15. The company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In our opinion, the term loans have been applied for the purpose for which they were raised.

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

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to Parties and Companies covered in the register to be maintained under section 301 of the Act

19. During the period covered by our audit report, the company has not issued any debentures.

20. The company has not raised any money from public issue and as such question of end use of money raised by public issue does not arise.

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

For VAPS & Company Chartered Accountants Firm Regn. No. 003612N

Sd/- (P.K.JAIN) Partner M.N. 82515

Place: N. Delhi Dated: August 29, 2012