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Auditor Report of Ramkrishna Forgings Ltd.

Mar 31, 2015

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

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation 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 thereunder.

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

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

Emphasis of Matters

We draw attention to Note No. 30 to the financial statements which describes that the company has paid a managerial remuneration in excess of the limits as laid down in the section 309(3) read with Schedule XIII of the Companies Act, 1956 of Rs. 65.62 Lacs and Rs. 106.38 Lacs respectively during the financial year 2012-13 and 2013-14 to Mr. Mahabir Prasad Jalan, Chairman. Since the payment of the remuneration in excess of the limits requires approval of the Central Government the Company had made an application to the Central Government. The Central Government has rejected the application made for Mr. Mahabir Prasad Jalan, Chairman and the Company has made a representation for the same. The outcome of the same is awaited. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 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 applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

f) With respect to the other matters to be included in the 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 its financial position in its financial statements - Refer Note 31 & 32 to the financial statements.

ii. The Company has long-term contracts including derivative contracts as at 31st March, 2015 for which there were no 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 referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date

Re : Ramkrishna Forgings Limited (the Company)

I. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) As per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased program of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to size of the Company and nature of its business.

II. (a) The inventories have been physically verified at reasonable intervals during the year by the management except materials lying with third parties, where confirmations are obtained.

(b) In our opinion, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. The discrepancies between the physical stocks and book stocks, which are not significant, have been properly dealt with in the books of account.

III. The Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

IV. On the basis of checks carried out during the course of audit and as per explanations given to us, we are of the opinion that there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the records of the Company and according to the information and explanation given to us, no major weakness has been noticed or reported in the internal controls system.

V. The Company has not accepted any deposit from the public.

VI. We have broadly reviewed the books of accounts maintained by Company in respect of product, where pursuant to the rule made by the Central Government of India the maintenance of cost records has been prescribed under section 148 (1) of the Companies Act 2013 and are of the opinion that, prima facie ,the prescribed records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

VII. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us and the records of the Company examined by us, no undisputed statutory dues as above were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, Service Tax and Cess which have not been deposited on account of any dispute and the forum where the dispute is pending as on 31st March, 2015 are as under :

Name of the Nature of Amount status Dues (` in lacs)



Income Tax Act, 1961. Income Tax 13.01

Sales Tax & Local Sales Sales Tax 8.18 Tax Act

The Central Excise Act, 1994 Excise Duty 17.72



Service Tax under Finance Service Tax 33.98 Act, 1994.

Service Tax under Finance Service Tax 15.34 Act, 1994.

Service Tax under Finance Service Tax 9.37 Act, 1994.

Name of the Period to which Forum where dispute status amount relates is pending

Income Tax Act, 1961. 2007-08 CIT (Appeal) Kolkata.

Sales Tax & Local Sales 2003-04 to Jt. Commissioner Sales Tax Act 2005- 06 Tax (Appeal), Jamshedpur.

The Central Excise Act, 1994 2010-11 & Jt. Commissioner, Central 2011-12 Excise, Kolkata.

Service Tax under Finance 2004-05 to CESTAT, Kolkata. Act, 1994. 2006- 07

Service Tax under Finance 2007-08 to Additional Commissioner, Act, 1994. 2011-12 Service tax, Kolkata.

Service Tax under Finance 2009-10 Commissioner Appeals-1, Act, 1994. Kolkata

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

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

IX. The Company has not defaulted in repayment of dues to Financial Institutions or Banks or Debenture holders.

X. In our opinion, the terms and conditions on which the company has given guarantees for loan taken by others from banks or financial institutions are not prejudicial to the interest of the Company.

XI. According to the information and explanations given to us the Company has applied term loans for the purpose for which they were obtained during the year.

XII. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For SINGHI & CO. Chartered Accountants Firm Registration No.302049E Rajiv Singhi Place : Kolkata Partner Dated : the 16th day of May, 2015 Membership No.53518


Mar 31, 2013

We have audited the accompanying financial statements of RAMKRISHNA FORCINGS LIMITED (the Company), which comprise the Balance Sheet as at 31st March, 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 and cash flows of the company in accordance with the accounting principles generally accepted in India, including accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s responsibility

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

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

Opinion

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

a) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2013

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.

Emphasis of Matter

1. We draw attention to Note No. 31 to the financial statements which describes that the company has paid managerial remuneration of Rs.338.29 Lakhs during the financial year 2012-13 out of which Rs. 120.48 Lakhs is in excess of the limits as laid down in the section 309 (3) read with schedule XIII of the Companies Act, 1956. Since the payment of the remuneration in excess of the limits requires approval of the Central Government the company has made an application to the Central Government and the approval is awaited. Our opinion is not qualified in respect of this matter.

Report on other legal and regulatory requirements

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

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) on the basis of written representations received from the Directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 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 referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date

Re : Ramkrishna Forgings Ltd. (the Company)

I. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) As per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased program of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to size of the Company and nature of its business.

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

II. (a) The inventories have been physically verified at reasonable intervals during the year by the management except materials lying with third parties, where confirmations are obtained.

(b) In our opinion, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. The discrepancies between the physical stocks and book stocks, which are not significant, have been properly dealt with in the books of account.

III. (a) As per the information furnished, the Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Hence Clauses 3 (b), (c), (d) of the order are not applicable to the Company.

(e) As per the information furnished, the Company has taken interest bearing unsecured loan from two companies listed in the register maintained under Section 301 of the Companies Act, 1956. In respect of the said loans, the maximum amount outstanding at anytime during the year was Rs.3,009.19 lacs and the year end balance is Nil.

(f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of the loans taken by the company, are not prima facie prejudicial to the interest of the company.

(g) The principal amount of the loan is repayable on demand and interest thereon is paid regularly as per the stipulated terms.

IV. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books of accounts and according to the information and explanation given to us, we have not come across nor have we been informed of any instances of major weaknesses in the aforesaid internal control system.

V. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies act,1956 have been so entered.

(b) As per the information and explanations give to us there are no contract or arrangements made for transactions exceeding Rupees 5,00,000 in respect of each party, for sale and purchase of goods and services in pursuance of section 301 of the company''s Act,1956.

VI. The Company has not accepted any fixed deposit from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made there under.

VII. In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and nature of its business.

VIII. We have broadly reviewed the books of accounts maintained by Company in respect of product, where pursuant to the rule made by the Central Government of India the maintenance of cost records has been prescribed under section 209 (1) (d) of the Companies Act 1956 and are of the opinion that, prima facie ,the prescribed records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

IX. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us and the records of the Company examined by us, no undisputed statutory dues as above were outstanding as at 31st March, 2013 for a period of more than 6 months from the date they became payable.

X. The Company has no accumulated losses as at 31stMarch 2012 and has not incurred cash losses in the current financial year ended on that date and in the immediately preceding financial year.

XI. Based on our audit procedures and on the basis of information and explanations given to us the Company has not defaulted in repayment of dues to Financial Institutions or Banks.

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. Provisions of any special statute applicable to chit fund are not applicable to the Company.

XIV. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. The Company has maintained proper records of transactions and contracts in respect of Shares, Securities, Debentures and other Investments and timely entries have been made therein. The Shares, Securities, Debentures and other Investments have been held by the Company, in its own name except to the extent of exemption granted under section 49 of the Companies Act, 1956.

XV. As per the information the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

XVI. According to the information and explanations given to us the Company has applied term loans for the purpose for which they were obtained during the year.

XVII. On the basis of our examination of the Balance Sheet and Cash Flow Statement and according to the information and explanations given to us, the fund raised on Short Term basis, during the year, have not been used for Long Term investments.

XVIII.During the year under Audit, the Company has made preferential allotment of equity shares to a Company covered in the register maintained under section 301 of the Companies Act, 1956. The price at which the shares have been issued has been determined as per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulation 2009, which in our opinion is not prejudicial to the interest of the Company.

XIX. The Company has not issued debentures during the year.

XX. The Company has not raised any money by Public Issue during the year.

XXI. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practice in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor we have been informed of such cases by the management.

For SINGHI & CO.

Chartered Accountants Firm Registration NO.302049E

Rajiv Singhi

Place -.Kolkata Partner

Dated : the 18th day of May, 2013 Membership No. 53518


Mar 31, 2012

1. We have audited the attached Balance Sheet of RAMKRISHNA FORGINGS LIMITED (the Company) as at 31st March 2012, the Statement of Profit & Loss and the Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 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, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. In response to an application made by the Company to the Central Government for approval of payment of increased remuneration to Chairman cum Whole Time Director and the Managing Director from 1stApril, 2008 to 31st March, 2011 the central government, has vide its letter dated 29th February, 2012 assented to payment of remuneration of Rs 48,30,000 from 1st April, 2008 to 31st March, 2009 and Rs 84,00,000 from 1st April, 2009 to 31st March,2010 to Managing Director and Rs 84,00,000from 1stApril, 2008 to 31st March, 2010 to Chairman cum Whole Time Director which ever is higher. Based on the above approval remuneration paid to the Chairman cum Whole Time Director and the Managing Director is in excess by Rs 38,36,400 and by Rs 50,96,400for the year 2008-09 and 2009-10 respectively. The Company has again represented to the Central Government for reconsideration of its application and to accord its Approval for payment of remuneration as proposed in the said application. The said representation is pending for reconsideration of the Central Government.

5. Further to our comments in the Annexure referred to above, we report that:

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

ii) 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;

iii) The Balance Sheet and Statement of Profit and Loss dealt with by this report are in agreement with the books of account;

iv) In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in compliance with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

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

6. In our opinion and to the best of our information and according to the explanations given to us, the said account, subject to our remark in paragraph 4 above, read with Significant Accounting Policies and Notes to Account in Note No. 1 give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012.

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

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

Annexure to the Auditors' Report (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 per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased program of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to size of the Company and nature of its business.

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

ii. (a) The inventories have been physically verified at reasonable intervals during the year by the management except materials lying with third parties, where confirmations are obtained.

(b) In our opinion, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. The discrepancies between the physical stocks and book stocks, which are not significant, have been properly dealt with in the books of account.

iii. (a) As per the information furnished, the Company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the Register maintained U/S 301 of the Companies Act, 1956. Hence Clauses 3(b), (c) and (d) of the order are also not applicable to the company.

(e) As per the information furnished, the Company has taken interest bearing unsecured loan from two companies covered in the Register maintained U/S 301 of the Companies Act, 1956. In respect of the said loans, the maximum amount outstanding at anytime during the year was Rs 1847.99 lacs and the year end balance is Rs 864.98 lacs.

(f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken by the Company, are not prima facie prejudicial to the interest of the Company.

(g) The principal amount of the loan is repayable on demand and interest thereon is paid regularly as per the stipulated terms.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books of accounts and according to the information and explanation given to us, we have not come across nor have we been informed of any instances of major weaknesses in the aforesaid internal control system.

v. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies act, 1956 have been so entered.

b) As per the information and explanations give to us there are no contract or arrangements made for transactions exceeding Rupees 5,00,000 in respect of each party, for sale and purchase of goods and services in pursuance of Section 301 of the Company's Act,1956.

vi. The Company has not accepted any fixed deposit from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made there under.

vii. In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and nature of its business.

viii. As per the Companies (Cost Accounting Records) Rules, 2011 (published vide G.S.R. 430 (E) dated 3rd June, 2011) the company is required to maintain Cost Records effective from 1st April, 2011 during the period under audit, for the products of the company. As confirmed by the management the above required records are maintained by them.

ix. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

As per the information and explanations given to us and as per the records of the company there are no dues of Wealth Tax, Custom Duty, Excise Duty, Cess which have not been deposited on account of any dispute. The due of the Income Tax, Service Tax & Sales Tax which has not been deposited on account of any dispute and forum where the dispute is pending is given as under :-

Name of the status Nature of Dues Amount Period to which Forum where dispute (Rs in lacs)amount relates is pending

Income Tax Act,1961 Income Tax 11.99 2007-08 and 2008-09 CIT(Appeal) Kolkata 35.98 2004-05 to 2006-07 CESTAT Kolkata Service Tax under Service Tax 23.50 2006-07 to 209-10 The Additional finance act 1994 Commissioner of Service Tax, Kolkata WB Value Added Sales Tax 1.63 2007-08 The Joint Commissioner Tax Act, 2003 of Sales Tax, Kolkata

x. The Company has no accumulated losses as at 31st March 2012 and has not incurred cash losses in the current financial year ended on that date and in the immediately preceding financial year.

xi. Based on our audit procedures and on the basis of information and explanations given to us the Company has not defaulted in repayment of dues to Financial Institutions or Banks.

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. Provisions of any special statute applicable to chit fund are not applicable to the company.

xiv. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. The Company has maintained proper records of transactions and contracts in respect of Shares, Securities, Debentures and other Investments and timely entries have been made therein. The Shares, Securities, Debentures and other Investments have been held by the Company, in its own name except to the extent of exemption granted under Section 49 of the Companies Act, 1956.

xv. As per the information the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

xvi. According to the information and explanations given to us the Company has applied term loans for the purpose for which they were obtained during the year.

xvii. On the basis of our examination of the Balance Sheet and Cash Flow Statement and according to the information and explanations given to us, the fund raised on Short Term basis, during the year, have not been used for Long Term investments.

xviii. During the year under Audit, the Company has made preferential allotment of equity shares on conversion of warrants, to a Company covered in the register maintained under Section 301 of the Companies Act, 1956. The price at which the shares have been issued has been determined as per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulation 2009, which in our opinion is not prejudicial to the interest of the Company.

xix. The Company has not issued debentures during the year.

xx. The Company has not raised any money by Public Issue during the year.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practice in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor we have been informed of such cases by the management.

For SINGHI & CO.

Chartered Accountants

Firm Registration No. 302049E

1B, Old Post Office Street Rajiv Singhi

Place : Kolkata (Partner)

Dated : 12th day of May, 2012 Membership No.53518


Mar 31, 2011

1. We have audited the attached Balance Sheet of RAMKRISHNA FORCINGS LIMITED ("the Company") as at 31 st March, 2011, the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors 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, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. In response to an application made by the Company to the Central Government for approval of payment of increased remuneration to Chairman cum Wholetime Director and the Managing Director from 1st April, 2008 to 31st March, 2011 the Central Government, has vide its letter dated 27th January, 2011 assented to payment of remuneration on the basis of the permissible limit as laid down in Section 309(3) read with Schedule XIII of the Companies Act, 1956 or remuneration of Rs. 141,21,520/- to Managing Director and Rs.54,05,400/- to Chairman cum Whole Time Director whichever is higher. Based on the above approval remuneration paid to the Chairman cum Wholetime Director and the Managing Director is in excess by Rs.51,90,526/-and by Rs. 84,14,747/- for the year2009-10 and 2008-09 respectively.The Company has again represented to the Central Government for reconsideration of its application and to accord its approval for payment of remuneration as proposed in the said application. The said representation is pending for reconsideration of the Central Government. However, the remuneration paid during the year 2010-11 to Chairman cum Wholetime Director and the Managing Director is within the limits as laid down in Section309(3) read with Schedule Xlll of the Companies Act,1956.

5. Further to our comments in the Annexure referred to above, we report that:

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

ii) 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;

iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account;

iv) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in compliance with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v) On the basis of the written representations received from the Directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 st March, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the said account, subject to our comment in paragraph 4 above, read with Significant Accounting Policies and Notes to Account in Schedule "20" give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31 st March, 2011.

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

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

ANNEXURE TO THE AUDITORS REPORT (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 per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased program of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to size of the Company and nature of its business.

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

ii. (a) The inventories have been physically verified at reasonable intervals during the year by the management except materials lying with third parties, where confirmations are obtained.

(b) In our opinion, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. The discrepancies between the physical stocks and book stocks, which are not significant, have been properly dealt with in the books of account.

iii. (a) As per the information furnished, the Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Hence, Clauses 3(b), (c) and (d) of the order are also not applicable to the Company.

(b) As per the information furnished, the Company has taken interest bearing unsecured loan from a Company covered in the Register maintained under Section 301 of the Companies Act, 1956. The terms and condition of such loan is not prima-facie prejudicial to the interest of the Company.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books of accounts and according to the information and explanations given to us, we have not come across nor have we been informed of any instances of major weaknesses in the aforesaid internal control system.

v. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) As per the information and explanations give to us there are no contract or arrangements made for transactions exceeding Rs.5,00,000 in respect of each party, for sale and purchase of goods and services in pursuance of Section 301 of the Companies Act, 1956.

vi. The Company has not accepted any fixed deposit from the public within the meaning of the provisions of Sections 58A and 58AA of the Companies Act, 1956 and rules made there under.

vii. In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and nature of its business.

viii. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act 1956, for the Company.

ix. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues were outstanding as at 31 st March, 2011 for a period of more than six months from the date they became payable.

As per the information and explanations given to us and as per the records of the Company there are no dues of Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess which have not been deposited on account of any dispute. The dues

of the Income Tax and Service Tax which has not been deposited on account of any dispute and forum where the dispute is pending is given as under :-

Name of the Statute Nature of dues Amount (Rs. in Lakhs)

IncomeTax Act, 1961 Income Tax 11.99

Service Tax under Service Tax 35.98 Finance Act, 1994

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

IncomeTax Act, 1961 2007-08 and 2008-09 CIT(Appeal), Kolkata

Service Tax under 2004-05 and2006-07 CESTAT, Kolkata Finance Act, 1994

x. The Company has no accumulated losses as at 31 st March, 2011 and has not incurred cash losses in the current financial year ended on that date and in the immediately preceding financial year.

xi. Based on our audit procedures and on the basis of information and explanations given to us the Company has not defaulted in repayment of dues to Financial Institutions or Banks.

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. Provisions of any special statute applicable to chit fund are not applicable to the Company.

xiv. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other Investments and timely entries have been made therein. The shares, securities, Debentures and other Investments have been held by the Company, in its own name except to the extent of exemption granted under Section 49 of the Companies Act, 1956.

xv. As per the information the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

xvi. According to the information and explanations given to us the Company has applied term loans for the purpose for which they were obtained during the year.

xvii. On the basis of our examination of the Balance Sheet and Cash Flow Statement and according to the information and explanations given to us, the fund raised on Short Term basis, during the year, have not been used for Long Term Investments.

xviii. During the year under Audit, the Company has not made any preferential allotment of equity shares to any party and Company covered in the register maintained under Section 301 of the Companies Act, 1956.

xix. The company has not issued debentures during the year.

xx. The Company has not raised any money by Public Issue during the year.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor we have been informed of such cases by the management.

For SINGHI & CO. Chartered Accountants Firm Registration No. 302049E

Rajiv Singhi (Partner) Membership No. 53518

1B, Old Post Office Street Kolkata-700 001 Dated: The 12th day of May, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of RAMKRISHNA FORCINGS LIMITED as at 31 st March, 2010 the Profit & Loss Account for the year ended on that date and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 mis- statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Orde? 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Asexplained in Note no.34(b), remuneration paid to the Chairman cum Whole Time Director and the Mana of limit specifled in Schedule Xlll of the Companies Act by Rs.52,48,126/- for the year 2009-W (Rs.96,48,960/- for the year 2008-09) .ln response to an application made by the Company to the Central Government for approval of payment of increased remuneration to Chairman cum Whole Time Director and the Managing Director from lst April, 2008 to 31st March

vide its letter dated 18th March, 20 7 0 assented to payment of remuneration on the basis of the permissible limit as specified under Schedule XIII of the Companies Act, 7 956 or remuneration last drawn by the said Managerial Personnel which ever Is higher. The Company has made a representation to the Central Government for reconsideration of its application and accord its approval to the Company for payment of remuneration as proposed in the said application. The said representation is pending for reconsideration of the Central Government.

5. Further to our comments in the Annexure referred to above, we report that:

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

ii) 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;

iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account;

iv) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in compliance with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

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

6. In our opinion and to the best of our information and according to the explanations given to us, the said account, subject to our remarkin paragraph 4 above, read with Notes to Account and Significant Accounting Policies in Schedule"20"give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2010

(b) in the case of the Profit & Loss Account, of the PROFIT for the year ended on that date; and

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

Annexure to the Auditors Report

(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 per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased program of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification.lnouropinion,thefrequencyof verification is reasonable having regard to sizeof the Company and nature of its business.

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

ii. (a) The inventories have been physically verified at reasonable intervals during the year by the management except materials lying with third parties, where confirmations are obtained.

(b) In our opinion, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. The discrepancies between the physical stocks and book stocks, which are not significant, have been properly dealt with in the books of account.

iii. (a) As per the information furnished, the Company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence clauses 3(b), (c) and (d) of the order are also not applicable to the Company.

(e) As per the information furnished, the Company has taken interest bearing unsecured loan from a Company covered in the register maintained under Section 301 of the Companies Act, 1956. The terms and condition of such loan is not prima-facie prejudicial to the interest of the Company.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books of accounts and according to the information and explanation given to us, we have not come across nor have we been informed of any instances of major weaknesses in the aforesaid internal control system.

v. a) In our opinion and according to the information and explanations given to us, we are of the opinion that the contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956, have been entered.

b) As per the information and explanations give to us there are no contract or arrangements made for transactions exceeding Rs. 5,00,000/- in respect of each party, for sale and purchase of goods and services in pursuance of Section 301 of the Companies Act, 1956.

vi. The Company has not accepted any fixed deposit from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made there under.

vii. In our opinion, the Company has internal audit system commensurate with the size and nature of its business.

viii. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956, for the Company.

ix. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, EmployeesState Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,Custom Duty, Excise Duty and Cess during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of Provident Fund, Investor Education and Protection Fund, EmployeesState Insurance, Income Tax,

As per the information and explanations given to us and as per the records of the Company there are no dues of Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess which have not been deposited on account of any dispute. The dues of the Income Tax which has not been deposited on account of any dispute and forum where the dispute is pending is given as under :-

Name of the Statute Nature of dues Amount Period to which Forum where (Rs. in diuspute Lakhs) amount relates is pending Income Tax Act, 1961 IncomeTax 10.43 2006-07 CIT (Appeal), Kolkata

x. The Company has no accumulated losses as at 31 st March, 2010 and has not incurred cash losses in the current financial year ended on that date and in the immediately preceding financial year.

xi. Based on our audit procedures and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks.

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. Provisions of any special statute applicable to chit fund are not applicable to the Company.

xiv. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company, in its own name except to the extent of exemption granted under Section 49 of the Companies Act, 1956.

xv. As per the information the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi. According to the information and explanations given to us the Company has applied term loans for the purpose for which they were obtained during the year.

xvii.On the basis of our examination of the Balance Sheet and Cash Flow Statement and according to the information and explanations given to us, the fund raised on Short Term basis, during the year, have not been used for Long Term Investments.

xviii. During the year under Audit, the Company has made preferential allotment of equity shares and has also made preferential allotments of warrants to a Company covered in the register maintained under Section 301 of the Companies Act, 1956. The price at which the shares/warrants have been issued, has been determined as per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2009, which in our opinion, is not prejudicial to the interest of the Company.

xix. The Company has not issued debentures during the year.

xx. The Company has not raised any money by Public Issue during the year.

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

For SINGHI & CO. Chartered Accountants Firm Registration No. 302049E 18, Old Post Office Street Rajiv Singhi Kolkata-700 001 Partner Dated: The 22nd day of May, 2010 Membership No. 53518

 
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