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Auditor Report of RMG Alloy Steel Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of RMG ALLOY STEEL 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 significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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.

Auditors' Responsibility

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

We have taken into accounts the provisions of the Act, the accounting and auditing standards and matters which required to be included in audit report under the provision of the act and the rules made there under.

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

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

Opinion

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

Emphasis of Matters

We draw attention to Note 27 of the accompanying statement; Company's net worth is eroded and the company has continued incurring losses for the current year, indicating the existence of uncertainty that may cast doubt about the company's ability to continue as a going concern. Considering the matters set out in the said note, this statement is prepared on a going concern basis.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015("the Order"), issued by Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2015, and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanation given to us, We give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

e) The going concern matter described under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company,

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

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

i. The Company has disclosed the impact of pending litigation as at 31st March, 2015 on its financial position in its financial statements – Refer Note 36 to the financial statements;

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection fund by the company.

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 9 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

1) a) The Company is in the process of updating its fixed asset register showing full particulars including quantitative details and situation of fixed assets.

b) We have been informed that the fixed assets of the Company are physically verified by the Management during the year in a phased periodical manner, which in our opinion 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) As explained to us, inventories have been physically verified by the management at the year end.

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

c) The Company has maintained proper records of inventory and the discrepancies between physical stocks and the book stocks noticed on physical verification were not material.

3) The Company has not granted any loans, secured or unsecured, to companies, firms and other parties listed in the register maintained under Section 189 of the Act. Hence Clauses (iii) (a), (iii) (b), of Paragraph 3 of the Order are not applicable.

4) There are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchases of inventories, fixed assets and sale of goods and services and we have not observed any continuing failure to correct the major weaknesses in such internal controls.

5) The Company has not accepted any deposits under the provisions of section 73 to 76 of the Act or any other relevant provisions of the Act and the rules framed there under.

6) On the basis of records produced to us, we are of the opinion that, prima facie, the cost records prescribed by the Central Government of India under section 148(1) of the Act have been maintained. However, we are not required to and have not carried out any detailed examination of such accounts and records.

7) a) According to the books and records as produced and examined by us in accordance with the generally accepted auditing practices in India and also based on Management representations, undisputed statutory dues in respect of Provident Fund, Employees State Insurance Dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Value added tax, Cess and other material statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of becoming payable.

b) According to the information and explanation given to us and the records of the company examined by us, the particulars of dues of income tax, Service tax, sales tax including value added tax, duty of customs and duty of excise as at 31st March 2015 which have not been deposited on account of dispute, are as follows:

Name of Statute Nature of Amount Period to which the dues (Rs. in Lac) amount relates

Finance Act, 1994 Service Tax 103 2005-06 to 2011-12

Finance Act, 1994 Service Tax 11 2004-05 to 2005-06

Finance Act, 1994 Service Tax 5 2012-13 to 2013-14

Central Excise Act Excise duty 34 1996-97

Custom Act Drawback 7 2012-13

Income tax act Income Tax 77 2004-05

Sales Tax Act Value Added Tax 28 2007-08 to 2008-09

Name of Statute Forum where dispute is pending

Finance Act, 1994 Customs, Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Joint Commissioner Central Excise & Customs

Finance Act, 1994 Assistant Commissioner, central Excise & Customs

Central Excise Act Customs, Excise & Service Tax Appellate Tribunal

Custom Act Assistant commissioner of Customs

Income tax Act Commissioner of Income tax (Appeal)

Sales Tax Act Joint commissioner, Commercial Tax (appeal)

According to the information and explanation given to us and the records of the company examined by us, there are no dues of wealth tax which have not been deposited on account of any dispute.

c) There were no amounts which were required to be transferred to the Investor Education and Protection fund by the Company.

8) In our Opinion, the accumulated losses of the Company are more than fifty percent of its net worth as at 31st March, 2015, and the Company has incurred cash loss during the financial year and in the immediately preceding financial year.

9) Based on our audit procedures and according to the information and explanations given to us, there have been defaults in the repayment of dues to banks as under:

(Rs.in Lacs)

Period of Delay Principal Amount Interest Amount Status of Payment

up to 30 Days 163 496 Principal of Rs.163 Lac unpaid and Interest Paid

31 to 60 Days 163 954 Interest of Rs.87 Lac unpaid ,Balance Paid

60 days and above 475 661 Interest of Rs.10 Lac unpaid, Balance Paid

There were no debentures issued during the year or outstanding at the beginning of the year.

10) The Company has not given any guarantees for loans taken by others from bank or financial institutions.

11) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

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

For CHATURVEDI & SHAH

Chartered Accountants

Firm Registration No.: 101720W

Parag D.Mehta

Partner

Membership No.113904

Place: Mumbai

Dated: 28th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of RMG Alloy Steel Limited (formerly known as Remi Metals Gujarat Limited) ("the Company") which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and 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 Financial Statements

The Company''s 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 notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/ 2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) 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 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 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Emphasis of Matter

We draw attention to notes no.26 of the financial statements regarding the accounts have been prepared on a going concern basis though the Company''s accumulated losses exceed its net worth and its total liabilities exceed its assets, in view of the reasons referred to in the note therein.

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 Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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 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 Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

e) On the basis of the 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 Section 274(1)(g) of the Act.

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

1) a) The Company is in the process of updating its fixed asset register showing full particulars including quantitative details and situation of fixed assets.

b) We have been informed that the fixed assets of the Company are physically verified by the Management during the year in a phased periodical manner, which in our opinion 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) In our opinion, the Company has not disposed off substantial part of its fixed assets during the year.

2) a) As explained to us, inventories have been physically verified by the management at the year end.

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

c) The Company has maintained proper records of inventory and the discrepancies between physical stocks and the book stocks noticed on physical verification were not material.

3) a) The Company has not granted any loans, secured or unsecured, to companies, firms and other parties listed in the register maintained under Section 301 of the Act. Hence Clauses (iii) (a), (iii) (b), (iii) (c) and (iii) (d) of Paragraph 4 of the Order are not applicable.

b) The Company has taken unsecured loan from one company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs. 2,613 lac and year end balance was Rs. Nil.

c) In our opinion and according to information and explanation given to us, the rate of interest, wherever applicable and other terms and conditions of above loans taken are not prima facie prejudicial to the interest of the Company.

d) The principal amounts, are repayable on demand and there is no repayment schedule.

4) There are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchases of inventories, fixed assets and sale of goods and services and we have not observed any continuing failure to correct the major weaknesses in such internal controls.

5) a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section. b) In our opinion and according to the information and explanation given to us, the transactions of purchase of goods and material and sale of goods, material and services made pursuant of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at a prices which are reasonable having regard to the prevailing market price at the relevant time.

6) The Company has not accepted any deposits under the provisions of section 58A and 58AA of the Act or any other relevant provisions of the Act and the rules framed there under.

7) In our opinion, the Company''s internal audit system is commensurate with its size and nature of business.

8) On the basis of records produced to us, we are of the opinion that, prima facie, the cost records prescribed by the Central Government of India under section 209(1)(d) of the Act have been maintained. However, we are not required to and have not carried out any detailed examination of such accounts and records.

9) a) According to the books and records as produced and examined by us in accordance with the generally accepted auditing practices in India and also based on Management representations, undisputed statutory dues in respect of Provident Fund, Employees State Insurance Dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and other material statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable. b) As at March 31, 2014 there have been no disputed dues which have not been deposited with the respective authorities in respect of Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise duty and Cess other than the following:

Name of Statute Nature of the dues Amount Period to which (Rs. in amount relates Lac)

Finance Act, 1994 Service Tax 5 2005-06 to 2007-08

Finance Act, 1994 Service Tax 98 2006-07 to 2011-2012

Finance Act, 1994 Service Tax 50 2011-12 to 2012-13

Finance Act, 1994 Service Tax 11 2004-2005 to 2005-06

Central Excise Act Excise Duty 34 1996-97 to 1998-99

Income Tax Act Income Tax 77 2004-05

Sales Tax Act Value Added Tax 16 2007-08

Sales Tax Act Value Added Tax 12 2008-09

Name of Statute Forum where dispute is pending Finance Act, 1994 Customs, Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Customs, Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Joint Commissioner Central Excise & Customes

Finance Act, 1994 Joint Commissioner Central Excise & Customes

Central Excise Act Customs, Excise & Service Tax Appellate Tribunal

Income Tax Act Commissioner of Income Tax (Appeals)

Sales Tax Act Joint Commissioner, Commercial Tax (Appeal)

Sales Tax Act Joint Commissioner, Commercial Tax (Appeal)

10) In our Opinion, the accumulated losses of the Company are more than fifty percent of its net worth as at March 31, 2014, and the Company has incurred cash loss during the financial year and in the immediately preceding financial year.

11) Based on our audit procedures and according to the information and explanations given to us, there have been defaults in the repayment of dues to banks as under:

Period of Delay Principal Amount Interest Amount Status of Payment (Rs. In Lac) (Rs. In Lac)

up to 30 Days 61 997 Paid

31 to 60 Days 692 508 Principal Rs.150 lac and Interest 60 days and above 2,205 of Rs.39 lac unpaid ,Balance Paid

470 Paid

There were no debentures issued during the year or outstanding at the beginning of the year.

12) The Company has not granted any loans or 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, clause 4(xiii) of the Companies (Auditor''s report) Order, 2003 is not applicable to the Company.

14) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the companies (Auditor''s report) Order, 2003 is not applicable to the Company.

15) The Company has not given any guarantees 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) On the basis of review of utilization of funds which is based on overall examination of the balance sheet of the Company, related information as made available to us and as represented to us by the Management, we are of the opinion that no funds raised on short term basis have been used for long term assets.

18) As per information and explanation given to us, the Company has made preferential allotment of preference shares to a Company covered in the registered maintained under section 301, at price which is not prejudicial to the interest of the Company.

19) According to the information and explanation given to us, during the period covered by our audit report, the Company has not issued any debentures and no debentures were outstanding at the end of the year. Therefore, the provisions of clause 4(xix) of Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

21) As per the information and explanation given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.

For CHATURVEDI & SHAH Chartered Accountants Registration No. 101720W

Parag. D. Mehta Place: Mumbai Partner Dated: 27th May, 2014 Membership No. 113904


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of RMG ALLOY STEEL LIMITED (Formerly known as Remi Metals Gujarat Limited) ("the Company") which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 Section 211(3C) 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.

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 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 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 the accounting policies used and the reasonableness of the accounting estimates made by the 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of 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 loss of the Company for the year ended on that date; and

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

Emphasis of Matter

We draw attention to following notes to the financial statements:

(a) Note no. 25 of the financial statements regarding the accounts have been prepared on a going concern basis though the Company''s accumulated losses exceed its net worth and its total liabilities exceed its assets, in view of the reasons referred to in the note therein.

(b) Note no. 31 regarding remuneration paid to Executive Director amounting to Rs. 49 lac is subject to approval at the shareholders'' meeting and also from the Central Government in respect of which application has been made and pending with the Government.

Our opinion is not qualified in respect of these matters.

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 Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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, 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211(3C) of the Act;

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

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

1) a) The Company is in the process of updating its fixed asset register showing full particulars including quantitative details and situation of fixed assets.

b) We have been informed that the fixed assets of the Company are physically verified by the Management during the year in a phased periodical manner, which in our opinion 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) In our opinion, the Company has not disposed off substantial part of its fixed assets during the year.

2) a) As explained to us, inventories have been physically verified by the management at the year end.

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

c) The Company has maintained proper records of inventory and the discrepancies between physical stocks and the book stocks noticed on physical verification were not material.

3) a) The Company has not granted any loans, secured or unsecured, to companies, firms and other parties listed in the register maintained under Section 301 of the Act. Hence Clauses (iii) (a), (iii) (b), (iii) (c) and (iii) (d) of Paragraph 4 of the Order are not applicable.

b) The Company has taken unsecured loan from two Companies covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs. 15,085 lac and year end balance was Rs. Nil.

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

d) The principal amounts, are repayable on demand and there is no repayment schedule.

4) There are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchases of inventories, fixed assets and sale of goods and services and we have not observed any continuing failure to correct the major weaknesses in such internal controls.

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

b) In our opinion and according to the information and explanations given to us, the transactions of purchase of goods and material and sale of goods, material and services made pursuant of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) The Company has not accepted any deposits under the provisions of section 58A and 58AA of the Act or any other relevant provisions of the Act and the rules framed there under.

7) In our opinion, the Company''s internal audit system is commensurate with its size and nature of business.

8) On the basis of records produced to us, we are of the opinion that, prima facie, the cost records prescribed by the Central Government of India under section 209(1)(d) of the Act have been maintained. However, we are not required to and have not carried out any detailed examination of such accounts and records.

9) a) According to the books and records as produced and examined by us in accordance with the generally accepted auditing practices in India and also based on management representations, undisputed statutory dues in respect of Provident Fund, Employees State Insurance Dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and other material statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India. However, in respect of Sales Tax, no payment has been made during the year. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2013 for a period of more than six months from the date of becoming payable except the following:

Name of Statute Nature of Amount period to the dues (Rs.in which amount lac) relates

Gujarat Value Added Sales Tax Deferment 673 April 2012 Tax Act, 2003 Loan Installment

Gujarat Value Added Value Added Tax/ 163 April 2012 to Tax Act, 2003 Central Sales Tax August,2012

Name of Statute Date of Payment

Gujarat Value Added Not paid till date (Refer Note 5(b)) Tax Act,2003

Gujarat Value Added Not paid till date Tax Act,2003



b) As at March 31, 2013, there have been no disputed dues which have not been deposited with the respective authorities in respect of Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise duty and Cess other than the following:

Name of Statute Nature of Amount Period to which dues (Rs.in amount relates lac)

Finance Act, 1994 Service Tax 1 2005-06 to 2007-08

Finance Act, 1994 Service Tax 118 2006-07 to 2011-2012

Central Excise Act Excise Duty 34 1996-97 to 1998-99

Income Tax Act Income Tax 77 2004-05

Sales Tax Act Value Added Tax 16 2007-08

Sales Tax Act Value Added Tax 12 2008-09



Name of Statute Forum where dispute is pending

Finance Act, 1994 Customs, Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Commissioner of Central Excise

Central Excise Act Customs, Excise & Service Tax Appellate Tribunal

Income Tax Act Commissioner of Income Tax (Appeals)

Sales Tax Act Joint Commissioner, Commercial Tax(Appeal)

Sales Tax Act Joint Commissioner, Commercial Tax (Appeal)

10)In our opinion accumulated losses of the company are more than fifty percent of its net worth as at March 31,2013, and the company has incurred cash loss during the financial year and in the immediately preceding financial year.

11) Based on our audit procedures and according to the information and explanations given to us, there have been defaults in the repayment of dues to banks as under:

Period of Delay Principal Amount Interest Amount Status of Payment (Rs. in Lac) (Rs. in Lac)

up to 30 Days 80 898 Paid

31 to 60 days 119 443 Paid

60 days and above 500 265 Principal Rs. 40 lac Pa unpaid, balance paid

There were no debentures issued during the year or outstanding at the beginning of the year.

12) The Company has not granted any loans or 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, clause 4(xiii) of the Companies (Auditor''s report) Order, 2003 is not applicable to the Company.

14) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the Companies (Auditor''s report) Order, 2003 is not applicable to the Company.

15) The Company has not given any guarantees 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) On the basis of review of utilization of funds which is based on overall examination of the balance sheet of the Company, related information as made available to us and as represented to us by the Management, we are of the opinion that no funds raised on short term basis have been used for long term assets.

18) As per information and explanations given to us, the Company has made preferential allotment of preference shares to a Company covered in the registered maintained under section 301, at price which is not prejudicial to the interest of the Company.

19) According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any debentures and no debentures were outstanding at the end of the year. Therefore, the provisions of clause 4(xix) of Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

21) As per the information and explanation given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.

For CHATURVEDI & SHAH

Chartered Accountants

Registration No. 101720W

Parag. D. Mehta

Place: Mumbai Partner

Dated: 30th May, 2013 Membership No. 113904


Mar 31, 2012

1.. We have audited the attached Balance Sheet of Remi Metals Gujarat Limited as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date both 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 the 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 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. Without qualifying our opinion, we draw attention to note no.1 A (c). The accounts have been prepared on a going concern basis though the Company's accumulated losses exceed its net worth and its total liabilities exceed its assets, in view of the reasons referred to in the note therein.

4. As required by the Companies (Auditor's Report) Order, 2003, (as amended) issued by the Central Government of India in terms of Section 227 (4A) 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 to the extent applicable to the Company.

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that :-

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211(3C) of the Act;

e) On the basis of written representations received from the directors, as on 31 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 Director in terms of clause (g) of sub-section (1) of section 274 of Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

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

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

ANNEXURE TO AUDITOR'S REPORT

Annexure referred to in paragraph 4 of Auditor's report of even date to the members of Remi Metals Gujarat Limited on the accounts for the year ended March 31, 2012

1) a) The Company has maintained proper records to show all particulars, including quantitative details and situations, of its fixed assets.

b) We have been informed that the fixed assets of the Company are physically verified by the Management during the year in a phased periodical manner, which in our opinion 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) In our opinion, the Company has not disposed off substantial part of its fixed assets during the year.

2) a) As explained to us, inventories have been physically verified by the management at the year end.

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

c) The Company has maintained proper records of inventory and the discrepancies between physical stocks and the book stocks noticed on physical verification were not material.

3) a) The Company has not granted any loans, secured or unsecured, to companies, firms and other parties listed in the register maintained under Section 301 of the Act.

b) The Company has taken unsecured interest free loan from one Company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and year end balance was Rs.14085 lac.

c) In our opinion and according to information and explanation given to us, terms and condition of loans taken by the Company are not prima facie prejudicial to the interest of the Company.

d) The principal amounts, are repayable on demand and there is no repayment schedule.

4) There are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchases of inventories, fixed assets and sale of goods and services and we have not observed any continuing failure to correct the major weaknesses in such internal controls.

5) a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanation given to us, the transactions of purchase of goods and material and sale of goods, material and services made pursuant of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at a prices which are reasonable having regard to the prevailing market price at the relevant time.

6) The Company has not accepted any deposits under the provisions of section 58A and 58AA of the Act or any other relevant provisions of the Act and the rules framed there under.

7) In our opinion, the Company's internal audit system is commensurate with its size and nature of business.

8) On the basis of records produced to us, we are of the opinion that, prima facie, the cost records prescribed by the Central Government of India under section 209(1)(d) of the Act have been maintained. However, we are not required to and have not carried out any detailed examination of such accounts and records.

9) a) According to the books and records as produced and examined by us in accordance with the generally accepted auditing practices in India and also based on Management representations, undisputed statutory dues in respect of Provident Fund, Employees State Insurance Dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and other material statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2012 for a period of more than six months from the date of becoming payable.

b) As at March 31, 2012, there have been no disputed dues which have not been deposited with the respective authorities in respect of Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise duty and Cess other than the following:

Name of Statute Nature of Amount Period to which Forum where dispute is pending the dues (Rs. In lac) amount relates

Finance Act,1994 Service Tax 12 2005-06 Customs, Excise & Service Tax to 2007-08 Appellate Tribunal

Central Excise Act Excise Duty 34 1996-97 Commissioner of Central Excise to 1998-99 (Appeals)

Finance Act,1994 Service Tax 118 2006-07 Commissioner of Central Excise to 2011-12 (Appeals)

Income Tax Act Income Tax 77 2004-05 Commissioner of Income Tax (Appeals)

Sales Tax Act Value Added Tax 24 2007-08 Joint Commissioner, Commercial Tax (Appeal)

10) In our Opinion, the accumulated losses of the Company are more than fifty percent of it's net worth as at March 31, 2012, and the Company has incurred cash loss during the financial year and in the immediately preceding financial year.

11) According to information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or bank except principal repayment of Rs. 390 Lac of bank loan for quarter from January to March 2012, being since paid. There were no debentures issued during the year or outstanding at the beginning of the year.

12) The Company has not granted any loans or 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, clause 4(xiii) of the Companies (Auditor's report) Order, 2003 is not applicable to the Company.

14) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the companies (Auditor's report) Order, 2003 is not applicable to the Company.

15) The Company has not given any guarantees 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) On the basis of review of utilization of funds which is based on overall examination of the balance sheet of the Company, related information as made available to us and as represented to us by the Management, we are of the opinion that no funds raised on short term basis have been used for long term assets.

18) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19) According to the information and explanation given to us, during the period covered by our audit report, the Company has not issued any debentures and no debentures were outstanding at the end of the year. Therefore, the provisions of clause 4(xix) of companies (Auditor's Report) Order, 2003 are not applicable to the Company.

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

21) As per the information with us and explanation given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.

For CHATURVEDI & SHAH

Chartered Accountants

Registration No. 101720W

Parag. D. Mehta

Place: Mumbai Partner

Dated: 13th July, 2012 Membership No. 113904


Mar 31, 2010

We have audited the attached Balance Sheet of Remi Metals Gujarat Limited as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date both 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.

1. We conducted our audit in accordance with the 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 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.

2. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, (together the Order), issued by the Central Government of India in terms of Section 227 (4A) of the Act, and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that :-

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

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

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

d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211(3C) of the Act;

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

f) without qualifying our opinion, we draw attention to note no.2 part B of Schedule 13. The accounts have been prepared on a going concern basis though the Companys accumulated losses exceed its net worth and its total liabilities exceed its assets, in view of the reasons referred to in the note therein;

g) In our opinion and to the best of our information and according to the explanation given to us, the said financial statements together with the significant accounting policies and notes thereon give the information required by the Act, in the manner so required, and present a true and fair view 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 March 31, 2010;

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

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

ANNEXURE TO AUDITORS REPORT Annexure referred to in paragraph 2 of Auditors report of even date to the members of Remi Metals Gujarat Limited on the accounts for the year ended March 31, 2010

1) a) The Company has maintained proper records to

show all particulars, including quantitative details and situations, of its fixed assets.

b) We have been informed that the fixed assets of the Company are physically verified by the Management during the year in a phased periodical manner, which in our opinion 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) In our opinion, the Company has not disposed off substantial part of its fixed assets during the year.

2) a) As explained to us, inventories have been

physically verified by the management at the year end.

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

c) The Company has maintained proper records of inventory and the discrepancies between physical stocks and the book stocks noticed on physical verification were not material.

3) a) The Company has not granted any loans, secured

or unsecured, to/from companies, firms and other parties listed in the register maintained under Section 301 of the Act.

b) The Company has taken unsecured interest free loan from one Company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and year end balance was Rs. 14085 lac.

c) In our opinion and according to information and explanation given to us, terms and condition of loans taken by the Company are not prima facie prejudicial to the interest of the Company.

d) The principal amounts, are repayable on demand and there is no repayment schedule.

4) There are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchases of inventories, fixed assets and sale of goods and services and we have not observed any continuing failure to correct the major weaknesses in such internal controls.

5) a) In our opinion and according to the information and

explanation given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanation given to us, the transactions of purchase of goods and material and sale of goods, material and services made pursuant of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at a prices which are reasonable having regard to the prevailing market price at the relevant time.

6) The Company has not accepted any deposits under the provisions of section 58A and 58AA of the Act or any other relevant provisions of the Act and the rules framed there under.

7) In our opinion, the Companys internal audit system is commensurate with its size and nature of business.

8) On the basis of records produced to us, we are of the opinion that, prima facie, the cost records prescribed by the Central Government of India under section 209(1 )(d) of the Act have been maintained. However, we are not required to and have not carried out any detailed examination of such accounts and records.

9) a) According to the books and records as produced and

examined by us in accordance with the generally accepted auditing practices in India and also based on management representations, undisputed statutory dues in respect of Provident Fund, Employees State Insurance Dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and other material statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2010 for a period of more than six months from the date of becoming payable.

b) As at March 31, 2010, there have been no disputed dues which have not been deposited with the respective authorities in respect of Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise duty and Cess except disputed Sales Tax dues of Rs1.35 lac (under Central Sales Tax Act for the year 1994-95) pending before Deputy Commissioner (Appeal).

10) In our Opinion, the accumulated losses of the Company are more than fifty percent of its net worth as at March 31, 2010, and the Company has incurred cash loss during the financial year and in the immediately preceding financial year.

11) In our opinion and according to information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or bank. There were no debentures issued during the year or outstanding at the beginning of the year.

12) The Company has not granted any loans or 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, clause 4(xiii) of the Companies (Auditors report) Order, 2003 is not applicable to the Company.

14) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the companies (Auditors report) Order, 2003 is not applicable to the Company.

15) The Company has not given any guarantees 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) On the basis of review of utilization of funds which is based on overall examination of the balance sheet of the Company, related information as made available to us and as represented to us by the Management, we are of the opinion that no funds raised on short term basis have been used for long term assets.

18) The Company has made an allotment of equity shares on conversion of preference shares to companies covered in the register maintained under section 301 of the Act during the year. In our opinion, the price at which such shares have been issued is not prima facie prejudicial to the interest of the Company.

19) According to the information and explanation given to us, during the period covered by our audit report, the Company has not issued any debentures and no debentures were outstanding at the end of the year. Therefore, the provisions of clause 4(xix) of companies (Auditors Report) Order, 2003 are not applicable to the Company.

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

21) As per the information with us and explanation given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.

For CHATURVEDI & SHAH

Chartered Accountants

Registration No. 101720W

Parag. D. Mehta

Partner

Membership No. 113904

Place : Mumbai

Dated : 21st May, 2010

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