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Auditor Report of Rohit Ferro-Tech Ltd.

Mar 31, 2015

We have audited the accompanying Standalone Financial Statements of M/S ROHIT FERRO-TECH LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's management is responsible for the matters stated in Section 134(5) of 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 fi nancial controls, that are 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 specif ed under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal 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 control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the company's management, as well as evaluating the overall presentation of the Standalone 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.

(a) In the case of Balance Sheet of the state of affairs of the Company as at 31st March 2015;

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

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

Emphasis of Matter

We draw attention to the Note no 42 of the statement which indicates that as at March 31st 2015, the accumulated losses amounting to Rs. 32,138.32 Lacs. has substantially eroded net worth of the company, indicating the existence of a material uncertainty about the company's ability to continue as a going concern. These financial results have been prepared on a going concern basis for the reasons stated in the said note.

Our report is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specif ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of written representations received from the directors as on 31st March ,2015, and 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; and

(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 litigations on the financial position in the financial statements - Refer Note - 30 (1)(d) to its financial statements ;

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

iii. During the year company has transferred to Investors Education and Protection Fund ' 1.69 Lacs. pertaining to unclaimed dividend for the year 2007.

Annexure to the Independent Auditors' Report

Annexure referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of even date to the members of M/S ROHIT FERRO-TECH LIMITED on the accounts of the Company for the year ended 31st March 2015. On the basis of such checks as we considered appropriate and accordingly to the information and explanations given to us during the course of our audit, we report that :

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The Fixed Assets of the Company have been physically verified by the management during the year and in our opinion, the frequency of such verifi cation is reasonable. No material discrepancies were noticed on such verif cation.

(ii) (a) The inventory, except goods-in-transit has been physically verifi ed by the management during the year. In respect of inventory lying with the third parties, these have substantially been confirmed by them. In our opinion, the frequency of such verifi cation is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifi cation of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the operations of the Company and the same have been properly dealt with in the books of accounts.

(iii) (a) Except loan to subsidiary, the Company has not granted any loan, secured or unsecured, to companies, fi rms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. The maximum amount outstanding during the year and the year end balance of the loan to the subsidiary amounted to Rs. 1,269.81 Lacs. Therefore, the provisions of Clause (iii)(b), (c) and (d) of the said Order are not applicable to the Company.

(iv) In our opinion, and according to the information and explanations given to us, there is an adequate Internal Con- trol System commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and purchases of fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in aforesaid internal control system.

(v) The Company has not accepted any deposits from the public and consequently, the directives issued by Reserve Bank of India and provisions of Section 73 to Section 76 of the Companies Act, 2013 and the rules framed there under are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013, and we are of the opinion that prima facie, the records have been maintained. We have not however made a detailed examination for the records with a view to determining whether they are accurate and 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 has generally been regular in depositing undisputed statutory dues including, Income Tax, and other statutory dues during the year with appropriate authorities.

According to the information's and explanations given to us, no undisputed amount payable in respect of Provident Fund, Income Tax, Sales Tax, Wealth Tax, Duty of Customs, Value Added Tax, Cess and other statutory dues were in arrears as at 31st March, 2015 for a period of 6 months from the date they became payable which are as follows:

Name of the Statue Nature of Dues Amount in Rs. Lacs

Finance Act, 1994 Cess Service Tax- GTA 0.35

Labour Act Welfare cess 0.63

0.25

Cess on Excise Duty

Central Excise Act, 1944 0.50

Excise Duty 24.95

TOTAL 26.68

(b) According to the information and explanations given to us, there are no dues of Income Tax, Wealth Tax, Sales Tax, Value Added Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited with the appropriate authorities on account of any dispute except the following cases which are as follows:

Name of Statute Nature of Dues Period of dispute

2007-2008

2005-2009

Jan 2008 - Mar 2008

2005- 2006

2006- 2007

2004- 2005

Excise Duty April 2007- Sept 2009



Oct 2009- July 2010

2006-2009

2005-2007

Central Excise Act, 1944 2006-2007

Service Tax 2007-2012

Jan 2014- July 2014

Service Tax/ April 2013- Excise Duty Oct 2013

2008-2009 to

2012-2013

Jan 2014- Diff. Duty Sept 2014

2008-2009 to

2012-2013

Service Tax April 2013- /Excise Duty Oct 2013

Service Tax Act, 1994 CENVAT 2006-2007

Orissa CST 2007-2008,

2008-2009

April 2005- Oct 2007

2008- 2009

Orissa VAT

Orissa VAT Act, 2004 2007-2008

2009-2010

March, 2007

VAT Refund Claim High Court

Sept, 2008

Orissa CST Act CST 2009-2010

Foreign Trade Policy Central Sales Oct 2009 - Tax March 2010

2006-2007, 2007-

2008 & 2008 The Central Sales Central Sales -2009 Tax Act,1956 Tax and Value 2009-2010 and West Bengal Added Tax VAT Act, 2005 2010-2011

2008- 2009

2007-2008

Entry Tax April 2005 - Orissa Entry Oct 2007 Tax Act, 1999 2009- 2010

Entry Tax Refund 2008-2009

Central Excise, Cenvat and Interest Dec 2009- Anti-Evasion Unit Feb 2010

Provident Fund April 1996 - Employees Provident Fund March 2014 Organization of India Interest/ Damages April 1996 -April 2014



Name of Statute Amount Forum where dispute (Rs. in Lacs) is pending

51.81 Additional Commissioner (Appeal)

409.59 Appellate Tribunal, Bhubaneswar

84.86 CESTAT, Kolkata

8.82

1.95

2.81

27 Commissioner of Central Excise (Appeals) - IV

4.22

4.31

0.10 Sr. Commissioner of Central Excise, Kolkata

Central Excise Act, 1944 14.56 Additional Commissioner, Bolpur

28.41 Commissioner of Central Excise Appeal - II

8.89

17.67

41.94

37.54 Additional Commissioner

41.94



17.67

Service Tax Act, 1994 3.41 Excise Service Tax Appellate Tribunal

10.14 Joint Commissioner of Commercial Taxes (Odisha, Jajpur)

363.49 Additional Commissioner (Revision)



11.95 Joint Commissioner of Commercial Taxes (Odisha Jajpur)

Orissa VAT Act, 2004 62.21 Joint Commissioner of Sales Taxes (Odisha, Jajpur)

29.38 Additional Commissioner of Sales Tax (Appeal)

287.99

1018.00

6.77 Additional Commissioner of Sales Tax (Appeal)

Orissa CST Act 1.80 Development Commissioner of Falta

Special Economic Zone Foreign Trade Policy

The Central Sales 448.95 Member of West Bengal Tax Act,1956 Taxes and West Bengal Appellate Board, Kolkata VAT Act, 2005 1509.04 Additional Commissioner of Commercial Taxes

1252.61 Joint Commissioner of Commercial Taxes 0.70 Joint Commissioner of Commercial

37.35 Taxes (Odisha, Jajpur)

12.32 Deputy Commissioner of Central Taxes, Jajpur Orissa Entry Tax Act, 1999 1.05 Additional Commissioner of Sales Tax (Appeal)

103.97 High court / Additional Commissioner, Cuttack

Central Excise, 12.88 Central Excise, Anti- Anti-Evasion Unit Evasion Unit, Haldia Commissionerate

0.08

Employees Provident Fund Assistant/Regional Organization of India 1.80 Provident Fund Commissioner of EPFO

(c) During the year the Company has transferred to Investors Education and Protection Fund Rs. 1.69 Lacs pertain- ing to unclaimed dividend for the year 2007.

(viii) The accumulated losses of the Company at the end of the financial year are not less than fifty percent of its net worth and the Company has incurred cash losses during the financial year covered by our audit and in the imme- diately preceding financial year.

(ix) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the financial institutions or banks.

(x) The Company has given guarantee for loans taken by its wholly owned subsidiary from banks and financial insti- tutions during the year. We are of the opinion that the terms and conditions of guarantee given are not considered prejudicial to the interest of the Company.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

(xii) Based upon the audit procedures performed for the purpose of reporting, however true and fair view of the fi- nancial statements and as per the information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the years.

For R. Kothari & Company Chartered Accountants FRN:307069E

Manoj Kumar Sethia Place : Kolkata Partner Date : 30th May, 2015 Membership No.: 064308


Mar 31, 2014

We have audited the accompanying financial statements of Rohit Ferro-Tech Limited (''the Company'') which comprise the Balance Sheet as at 31 March 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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 un- der the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implemen- tation 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 results based on our audit. We conducted our audit in accord- ance 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 results are free of material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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 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.

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

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

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

Report on Other Legal and Regulatory Requirements

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

Independent Auditors'' Report

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 nec- essary for the purpose of our audit;

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

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agree- ment with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Ac- counting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the Gener- al Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

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

Annexure to the Auditors'' Report

(Annexure referred to in our report of even date to the members of Rohit Ferro-Tech Limited on the financial statements for the year ended 31st March, 2014)

i) (a) The Company has maintained proper records to show full particulars, including quantitative details and situa- tion of its fixed assets.

(b) We are informed that fixed assets of significant value have been physically verified by the management at rea- sonable intervals, in a phased programme and no material discrepancies were noticed in respect of the assets verified.

(c) The Company has not disposed off any substantial/major part of Fixed Assets during the year.

(ii) (a) As explained to us, inventories have been physically verified by the management during the year at reasonable intervals.

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

(c) In our opinion, the Company has maintained proper records of inventories and the discrepancies noticed on physical verification as compared to book records were not material.

(iii) (a) Except loan to subsidiary, the Company has not granted any loans, secured or unsecured, to companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year and the year-end balance of the loan to the subsidiary amounted to Rs. 11.50 crores.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which the loan has been granted as aforesaid are prima facie not prejudicial to the interest of the Company.

(c) In case of loan granted, the terms do not stipulate repayment schedule. Accordingly, paragraph 4(iii)(c) of the Order is not applicable to the Company.

(d) There is no overdue amount of more than Rs. 1 lakh in respect of the above loan.

(e) The Company has taken interest free Unsecured Loans from four companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year-end balance of the said loans amounted to Rs. 46.54 crores.

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

(g) In respect of the above loans, there are no stipulations as to repayment thereof.

(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. Further, on the basis of our examination of the books and records of the Company, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of the contracts or arrangements that need to be entered in the register main- tained under Section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

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

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

(viii) We have broadly reviewed the books of account and records maintained by the Company pursuant to the Order made by the Central Government for maintenance of cost records u/s 209(1)(d) of Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. The contents of these accounts and records have not been examined by us.

(ix) (a) According to the records of the Company examined by us, the Company is generally regular in depositing un-

disputed statutory dues including Provident Fund, Income-tax, Sales-tax, Vat, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues. According to the information and explanations given to us, there are no undisputed outstanding statutory dues as at 31st March, 2014 for a period exceeding six months from the date they became payable except for Central Sales Tax Rs. 3,04,063, Sales Tax Deducted at Source Rs. 33,68,717 and Differ- ential Excise Duty payable Rs. 16,63,399.

(b) On the basis of our examination of records and according to explanations given to us, there are no dues as on 31st March, 2014 of Sales Tax, Vat, Income Tax, Customs Duty, Service Tax, Provident Fund, Employees'' State Insurance, Excise Duty and Cess which have not been deposited on account of any dispute except for the following :

Name of Statute Nature of Dues Amount in

Odisha VAT Act, 2004 Odisha VAT 5,27,442

Odisha VAT Act, 2004 Odisha VAT 3,23,48,781

Odisha VAT Act, 2004 Odisha VAT 10,14,184

Odisha VAT Act, 2004 Odisha VAT 11,95,403

Odisha Entry Tax Act,1999 Entry Tax 12,32,156

Central Sales Tax Act, 1956 and West Central Sales Tax and Value 4,48,94,908 Bengal VAT Act, 2005 Added Tax

Central Sales Tax Act, 1956 and West Central Sales Tax and Value 15,09,03,861 Bengal VAT Act, 2005 Added Tax

Central Sales Tax Act, 1956 and West Central Sales Tax and Value 43,33,412 Bengal VAT Act, 2005 Added Tax

Central Excise Act, 1944 Excise Duty 84,85,850

Central Excise Act, 1944 Excise Duty 49,27,146

Central Excise Act, 1944 Excise Duty 10,000

Central Excise Act, 1944 Excise Duty 14,56,177

Central Excise Act, 1944 Excise Duty 51,80,698

Central Excise Act, 1944 Excise Duty 4,09,58,756

Foreign Trade (D&R) Act, 1992 Central Sales Tax 1,80,251 Reimbursement

Employees Provident Fund Provident Fund 83,522 Organisation of India

Employees State Insurance Act,1948 Employees'' State Insurance 25,512 Finance Act, 1994 Input Service Credit not 28,40,821 allowed

Finance Act, 1994 Input Service Credit not 3,40,996 allowed

Name of Statute Forum where dispute is pending

Odisha VAT Act, 2004 Division Bench, Appellate Tribunal

Odisha VAT Act, 2004 Additional Commissioner (Revision)

Odisha VAT Act, 2004 Additional Commissioner (Appeal)

Odisha VAT Act, 2004 Commissioner (Appeal)

Odisha Entry Tax Act,1999 Additional Commisioner (Revision)

Central Sales Tax Act,1956 Member of West Bengal Taxes Appellate and West Board, Kolkata Bengal VAT Act, 2005

Central Sales Tax Act, 1956 Additional Commissioner of Commercial and West Taxes, Bengal VAT Act, 2005

Central Sales Tax Act,1956 Sr Joint Commissioner of Commercial and West Taxes, Bengal VAT Act, 2005

Central Excise Act, 1944 CESTAT, Kolkata

Central Excise Act, 1944 Commissioner of Central Excise (Appeals)-IV, Kolkata

Central Excise Act, 1944 Sr. Commissioner of Central Excise, Kolkata

Central Excise Act, 1944 Additional Commissioner of Central Excise, Kolkata

Central Excise Act, 1944 Commissioner (Appeal), Bhubaneshwar

Central Excise Act, 1944 Appellate Tribunal, Bhubaneshwar

Foreign Trade (D&R) Development Commissioner of Falta Act, 1992 Special Economic Zone

Employees Provident Fund Assistant/Regional Provident Fund Organisation of India Commissioner of EPFO

Employees State Insurance Assistant Director of Employee''s Act,1948 State Insurance Corporation, West Bengal Kolkata

Finance Act, 1994 Additional Commissioner, Service Tax Commissionerate

Finance Act, 1994 Commissioner of Central Excise (Appeals)- IV

(x) The Company does not have accumulated losses at the end of the financial year under report. It has, however, incurred cash losses in the financial year under report but has not incurred any cash losses in the immediately preceding financial year.

(xi) Based on the records examined by us and as per the information and explanations given to us, the Company has during the year defaulted in repayment of dues to the banks. However, the Company''s proposal for restructuring of credit facilities has been approved by the Corporate Debt Restructuring- Empowered Group and there is no default as at Balance Sheet date on implementation of CDR Package.

(xii) As explained to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) Clause (xiii) of the Order is not applicable, as the Company is not a chit fund company or nidhi/mutual benefit fund/ society.

(xiv) In respect of shares, securities, debentures and mutual fund units dealt or traded by the Company and held as investments, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All the investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given Corporate Guarantee to secure financial assistance to SKP Overseas Pte. Ltd, a wholly owned subsidiary, which is not prima facie considered prejudicial to the interest of the Company.

(xvi) On the basis of review of utilisation of funds pertaining to term loans on an overall basis and related information as made available to us, we are of the opinion that the Company has applied the term loans for the purpose for which they were obtained during the year.

(xvii) In our opinion, and according to the information and explanations given to us, the funds raised on short-term basis have not been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares during the year to companies/firms/parties covered in the register maintained u/s 301 of the Companies Act, 1956.

(xix) No debentures have been issued by the Company and hence the question of creating security or charge in respect thereof does not arise.

(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 S. Jaykishan Chartered Accountants FRN : 309005E CA B. K. Newatia Partner Kolkata, 30th May, 2014 Membership No : 050251


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Rohit Ferro-Tech Limited (''the Company'') which comprise the Balance Sheet as at 31st March, 2013, the Statementof Profit and Loss and the Cash FlowStatementfortheyearthen ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to insub-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, read together with the Notes thereon and attached thereto, 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 :

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

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

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

Emphasis of Matter

Without qualifying our opinion, attention is invited to Note 39 to the financial statements whereby the Company has presented profits after tax before the Exceptional item instead of making disclosure as per the current format in Part-ll of Schedule VI (Revised) of the Companies Act, 1956 and the Current tax figure is net ofRs.863.33 Lacs, beingthe tax effect on the Exceptional Item.

Report on Other Legal & Other Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of Section 227 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 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 forthe purpose of ouraudit;

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

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

d. inouropinion the Balance Sheet, Statementof Profit and Lossand Cash Flow Statementcomply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the Directors 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 to the Independent Auditors'' Report

(Annexure referred to in our report of even date to the shareholders of Rohit Ferro -Tech Limited on the financial statements for the year ended 31st March, 2013)

(i) (a) The Company has maintained proper records to show full particulars, including quantitative details and situation of its fixed assets.

(b) We are informed thatfixed assets of significant value have been physically verified by the management at reasonable intervals, in a phased programme and no material discrepancies were noticed in respect of the assets verified.

(c) The Company has not disposed off any substantial/major part of Fixed Assets during the year.

(ii) (a) As explained to us, inventories have been physically verified by the management during the year at reasonable intervals.

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

(c) In our opinion, the Company has maintained proper records of inventories and the discrepancies noticed on physical verification as compared to book records were not material.

(iii) (a) Except loan to subsidiary, the Company has not granted any loans, secured or unsecured, to companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year and the year-end balance of the loan to the subsidiary amounted to Rs. 9.82 Crores.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which the loan has been granted as aforesaid are prima facie not prejudicial to the interest of the Company.

(c) lncase of loangranted,the termsdonotstipulatere payment schedule. Accordingly ,paragraph4(iii)(c)of the Order is not applicable to the Company.

(d) There is no overdue amount of more than Rs. 1 Lac in respect of the above loan.

(e) The Company has taken interest free Unsecured Loans from six companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year-end balance of the said loans were Rs. 60.18 Crores and NIL respectively.

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

(g) In respect of the above loans, there are no stipulations as to repayment thereof.

(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 forthe sale of goods. Further, on the basis of our examination of the books and records of the Company, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of the 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) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

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

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

(viii) We have broadly reviewed the books of account and records maintained by the Company pursuant to the Order made by the Central Government for maintenance of cost records u/s 209(l)(d) of Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. The contents of these accounts and records have not been examined by us.

(ix) (a) According to the records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, VAT, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues. According to the information and explanations given to us, there are no undisputed outstanding statutory dues as at 31st March, 2013 for a period exceeding six months from the date they became payable except for Welfare Cess - Rs. 49,907 and VAT - Rs. 53,544.

(x) The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses in the financial year under report or in the immediately preceding financial year.

(xi) According to information and explanation given to us, the Company has not defaulted in repayment of dues to any bankorfinancialinstitution.

(xii) As explained to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) Clause (xiii) of the Order is not applicable, as the Company is not a chit fund Company or Nidhi/Mutual Benefit Fund/Society.

(xiv) In respect of shares, securities, debentures and mutual fund units dealt or traded by the Company and held as investments, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All the investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given Corporate Guarantee to secure financial assistance to SKP Overseas Pte. Ltd, a wholly owned subsidiary, which is not prima facie considered prejudicial to the interest of the Company.

(xvi) On the basis of review of utilisation of funds pertaining to term loans on an overall basis and related information as made available to us, we are of the opinion that the Company has applied the term loans for the purpose for which they were obtained during the year.

(xvii) In our opinion, and according to the information and explanations given to us, the funds raised on short-term basis have not been used for long-term investment.

(xviii)The Company has made fresh Preferential Allotment of shares during the year to Companies covered in the register maintained u/s 301 of the Companies Act, 1956 and such allotment is not prima facie prejudicial to the interest of the Company.

(xix) No debentures have been issued by the Company and hence the question of creating security or charge in respect thereof does not arise.

(xx) The Company has raised funds by way of Preferential Allotment and according to the information and explanations given to us, the proceeds of the same have been utilised for the objects of the issue.

(xxi) Accordingtothe information and explanations given to us, no fraud on orby the Company has been noticed orreported during the year

For S.Jaykishan

Chartered Accountants FRN:309005E

CAB.K.Newatia

Partner

Kolkata, 30th May, 2013 Membership No : 050251


Mar 31, 2012

1. We have audited the attached Balance Sheet of ROHIT FERRO-TECH LIMITED as at 31st March, 2012 and also the Statement of Profit & Loss and the Cash Flow Statement for the year ended as 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) issued by the Central Government in terms of sub -section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, 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.

4. 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 purposes of our audit;

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

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

d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, read together with the Notes thereon and attached thereto, 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 31st March, 2012,

ii. in the case of the Statement of Profit & Loss, of the profit of the Company for the year ended on that date, and

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

(Annexure referred to in paragraph (3) of our report of even date to the shareholders of Rohit Ferro-Tech Limited on the financial statements for the year ended 31st March, 2012)

(i) (a) The Company has maintained proper records to show full particulars, including quantitative details and Situation of its fixed assets.

(b) We are informed that fixed assets of Significant value have been physically verified by the management at reasonable intervals, in a phased programme and no material discrepancies were noticed in respect of the assets verified.

(c) The Company has not disposed off any substantial/major part of Fixed Assets during the year.

(ii) (a) As explained to us, inventories have been physically verified by the management during the year at reasonable intervals.

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

(c) In our opinion, the Company has maintained proper records of inventories and the discrepancies noticed on physical verification as compared to book records were not material.

(iii) (a) 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.

(b) Since the Company has not granted any loans as aforesaid, sub-clauses (b), (c) & (d) of this clause are not applicable.

(e) The Company has taken Unsecured Loans from nine companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year-end balance of the said loans were Rs. 97.19 Crores and Rs. 23.09 Crores respectively.

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

(g) In respect of the above loans, there are no stipulations as to repayment thereof.

(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. Further, on the basis of our examination of the books and records of the Company, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of the 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) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

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

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

(viii)We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the Order made by the Central Government for maintenance of cost records under Section 209(1 )(d) of Companies Act, 1956 and are of the opinion that prima face the prescribed accounts and records have been made and maintained. The contents of these accounts and records have not been examined by us.

(ix) (a) According to the records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues. According to the information and explanations given to us, there are no undisputed outstanding statutory dues as at 31st March, 2012 for a period exceeding six months from the date they became payable.

(b) On the basis of our examination of records and according to explanations given to us, there are no dues as on 31st March, 2012 of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute except for the following :

Name of Statute Nature of Dues Amount in Rs.

Odisha VAT Act, 2004 Odisha VAT 527,442/-

Odisha VAT Act, 2004 Odisha CST 304,063/-

Odisha VAT Act, 2004 Odisha CST 1,905,524/-

Odisha Entry Tax Act, 1999 Entry Tax 70,357/-

The Central Sales Tax Act, 1956 Central Sales Tax and Value 41,738,424/- and West Bengal VAT Act, 2005 Added Tax

The Central Sales Tax Act, 1956 Central Sales Tax and Value 8,919,061/- and West Bengal VAT Act, 2005 Added Tax

Central Excise Act, 1944 Excise Duty 13,297,659/-

Central Excise Act,1944 Excise Duty 10,000/-

Central Excise Act, 1944 Excise Duty 3,083,857/-

Odisha Central Excise Department Excise Duty 40,958,756/-

Service Tax Act, 1994 CENVAT 340,996/-

Income Tax Act, 1961 Income Tax 2,168,300/-

Employees* State Insurance Employees' State Insurance 1,024,947/- Act,1948

Name of Statute Forum where dispute is pending

Odisha VAT Act, 2004 Division Bench, Appellate Tribunal

Odisha VAT Act, 2004 Deputy Commissioner of Commercial Taxes

Odisha VAT Act, 2004 Commissioner (Appeal)

Odisha Entry Tax Act,1999 joint Commissioner of Commercial Taxes (Jajpur, Odisha)

The Central Sales Tax Act, 1956 Sr. Jo,nt Commissioner of Commercial Taxes And West Bengal VAT Act,2005

The Central Sales Tax Act, 1956 Member of West Bengal Taxes Appellate Board, And West Bengal VAT Act,2005 Kolkata

Central Excise Act, 1944 Commissioner of Central Excise (Appeals)-IV

Central Excise Act, 1944 Sr. Commissioner of Central Excise

Central Excise Act, 1944 Customs & Central Excise Settlement Commission

Odisha Central Excise Department Appellate Tribunal, Bhubaneshwar

Service Tax Act, 1994 Commissioner of Central Excise (Appeals)-IV

Income Tax Act, 1961 Income Tax Appellate Tribunal

Employees' State Insurance Deputy Director of ESI Department Act, 1948

(x) The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses in the financial year under report or in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to any bank or financial institution, except in respect of repayment of Rs. 21.37 lacs due since February, 2012 out of bridge loan taken from WBIDC Ltd. against interest subsidy. However, the Company has applied for linking the repayments with receipt of subsidy amount.

(xii)As explained to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debenturesandothersecunt.es.

(xiii)Clause (xiii) of the Order is not applicable, as the Company is not a chit fund Company or nidhi/mutual benefit fund/society.

(xiv)ln respect of shares, securities, debentures and mutual fund units dealt or traded by the Company and held as investments, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All the investments have been held by the Company in its own name.

(xv)According to the information and explanations given to us, the Company has given a Corporate Guarantee to secure financial assistance to SKP Overseas Pte. Ltd, a wholly owned subsidiary, which is not prima face considered prejudicial to the interest of the Company.

(xvi)On the basis of review of utilisation of funds pertaining to term loans on an overall basis and related information as made available to us, we are of the opinion that the Company has applied the term loans for the purpose for which they were obtained during the year.

(xvii)ln our opinion, and according to the information and explanations given to us, the funds raised on short-term basis have not been used for long-term investment.

(xviii)The Company has made fresh Preferential Allotment of shares during the year to companies covered in the register maintained under Section 301 of the Companies Act, 1956 and such allotment ,s not prima face prejudicial to the interest of the Company.

(xix)No debentures have been issued by the Company and hence the question of creating security or charge in respect thereof does not arise.

(xx)The Company has raised funds by way of Preferential Allotment and according to the information and explanations given to us, the proceeds of the same have been utilized for the objects of the issue.

(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 S. Jaykishan

Chartered Accountants

FRN : 309005E

(B.K. Newatia)

Place : Kolkata Partner

Dated : The 30th day of May, 2012 M. No. 050251


Mar 31, 2011

1. We have audited the attached Balance Sheet of ROHIT FERRO-TECH LIMITED as at 31st March, 2011 and also the Profit & Loss Account and the Cash Flow Statement 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) issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, 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.

4. 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 purposes of our audit;

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

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

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

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st 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;

f) In our opinion and to the best of our information and according to the explanations given to us, the said statements of accounts, read with the Accounting Policies & Notes thereon, 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 31st March, 2011,

ii. in the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date, and

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

Annexure to the Auditors' Report

(Annexure referred to in paragraph (3) of our report of even date to the shareholders of Rohit Ferro-Tech Limited on the financial statements for the year ended 31st March, 2011)

i) a) The Company has maintained proper records to show full particulars, including quantitative details and situation of its fixed assets.

b) We are informed that fixed assets of significant value have been physically verified by the management at reasonable intervals, in a phased programme and no material discrepancies were noticed in respect of the assets verified.

c) The Company has not made any disposal of fixed assets during the year.

ii) a) As explained to us, inventories have been physically verified by the management during the year at reasonable intervals.

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

c) In our opinion, the Company has maintained proper records of inventories and the discrepancies noticed on physical verification as compared to book records were not material.

iii) a) 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.

b) Since the Company has not granted any loans as aforesaid, sub-clauses (b), (c) & (d) of this clause are not applicable.

c) The Company has taken Unsecured Loans from seven companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year-end balance of the said loans were Rs. 56.86 Crores and Rs. 24.99 Crores respectively.

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

e) In respect of the above loans, there are no stipulations as to repayment thereof.

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. Further, on the basis of our examination of the books and records of the Company, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v) a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of the 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) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

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

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

viii) The maintenance of cost records under Section 209(1)(d) of the Companies Act,1956, has not been prescribed by the Central Government in respect of the products of the Company.

ix) a) According to the records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues. According to the information and explanations given to us, there are no undisputed outstanding statutory dues as at 31st March, 2011 for a period exceeding six months from the date they became payable.

b) On the basis of our examination of records and according to explanations given to us, there are no dues as on 31st March, 2011 of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute except for the following :

Name of Statute Nature of Dues Amount in Rs. Forum where dispute is pending

Orissa VAT Act, 2004 Orissa VAT 861,559 Appellate Tribunal

Orissa Entry Tax Act,1999 Entry Tax 193,997 Joint Commissioner of Commercial Taxes (Jajpur, Orissa)

The Central Sales Tax Act,1956 and Central Sales Tax and 27,914,387 Sr. Joint Commissioner of Commercial West Bengal VAT Act, 2005 Value Added Tax Taxes

The Central Sales Tax Act,1956 and Central Sales Tax and 4,647,500 Taxation Tribunal, Extra-Ordinary West Bengal VAT Act, 2005 Value Added Tax Jurisdiction

Central Excise Act, 1944 Excise Duty 10,455,592 Commissioner of Central Excise (Appeals) - IV

Central Excise Act, 1944 Excise Duty 10,084,665 Commissioner of Central Excise

Central Excise Act, 1944 Excise Duty 3,495,888 Joint Commissioner of Central Excise, Bolpur

Central Excise Act, 1944 Excise Duty 40,958,756 Customs, Excise & Service Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax 13,780,479 Commissioner of Income Tax (Appeals) - I , Kolkata

Workmens' Compensation Act, 1923 Workmens' Compensation 498,936 Workmens' Compensation Court

x) The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses in the financial year under report or in the immediately preceding financial year.

xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks.

xii) As explained to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) Clause (xiii) of the Order is not applicable, as the Company is not a chit fund company or nidhi/mutual benefit fund/society.

xiv) In respect of shares, securities, debentures and mutual fund units dealt or traded by the Company and held as investments, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All the investments have been held by the Company in its own name.

xv) According to the information and explanations given to us, the Company has given a Corporate Guarantee to secure financial assistance to SKP Overseas Pte. Ltd, a wholly owned subsidiary, which is not prima facie considered prejudicial to the interest of the Company.

xvi) On the basis of review of utilisation of funds pertaining to term loans on a overall basis and related information as made available to us, we are of the opinion that the Company has applied the term loans for the purpose for which they were obtained during the year.

xvii) In our opinion, and according to the information and explanations given to us, the funds raised on short-term basis have not been used for long-term investment.

xviii)The Company has not made any preferential allotment of shares to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) No debentures have been issued by the Company and hence the question of creating security or charge in respect thereof does not arise.

(xx) The Company has raised money by way of Rights Issue during the year. We have verified the end use of the proceeds thereof, as disclosed in Note No. B-7 of Schedule - 22 to the accounts.

(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 S. Jaykishan

Chartered Accountants

FRN : 309005E

B. K. Newatia

Place : Kolkata Partner

Date : 20th May, 2011 Membership No. 050251












Mar 31, 2010

1. We have audited the attached Balance Sheet of ROHIT FERRO-TECH LIMITED as at 31st March, 2010 and also the Profit & Loss Account and 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 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 (Auditors Report) Order, 2003 (as amended) issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, 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.

4. 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 purposes of our audit;

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

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

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

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said statements of accounts, read with the Accounting policies & notes thereon, 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 31st March, 2010

(ii) in the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date, and

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

Annexure to the Auditors Report (Annexure referred to in paragraph (3) of our report of even date to the shareholders of Rohit Ferro-Tech Limited on the financial statements for the year ended 31st March, 2010)

(i) (a) The Company has maintained proper records to show full particulars, including quantitative details and situation of its fixed assets.

(b) We are informed that fixed assets of significant value have been physically verified by the management at reasonable intervals, in a phased programme and no material discrepancies were noticed in respect of the assets verified.

(c) The Company has not made any disposal of fixed assets during the year.

(ii) (a) As explained to us, inventories have been physically verified by the management during the year at reasonable intervals.

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

(c) In our opinion, the Company has maintained proper records of inventories and the discrepancies noticed on physical verification as compared to book records were not material.

(iii) (a) 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.

(b) Since the Company has not granted any loans as aforesaid, sub-clauses (b), (c) & (d) of this clause are not applicable.

(c) The Company has taken Unsecured Loan from five companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year-end balance of the said loans were Rs. 581,180,628/- and Rs. 170,500,000/- respectively.

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

(e) In respect of the above loan, there are no stipulations as to repayment thereof.

(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. Further, on the basis of our examination of the books and records of the Company, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of the 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) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

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

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

(viii)The maintenance of cost records under Section 209(l)(d) of the Companies Act,1956 has not been prescribed by the Central Government in respect of the products of the Company.

(ix) (a) According to the records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues. According to the information and explanations given to us, there are no undisputed outstanding statutory dues as at 31st March, 2010 for a period exceeding six months from the date they became payable.

(b) On the basis of our examination of records and according to explanations given to us, there are no dues as on 31st March, 2010 of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute except for the following:

Name of Statute Nature of Dues Amount in Rs.

Orissa VAT Act, 2004 Orissa VAT 861,559/-

The Central Sales Tax

Act, 1956 Central Sales Tax 887,736/-

Orissa Entry Tax Act,

1999 Entry Tax 594,010/-

The Central Sales Tax

Act, 1956 Central Sales Tax 4,647,500/-

Central Excise Act, 1944 Excise Duty 594,517/-

Central Excise Act, 1944 Excise Duty 11,305,040/-

Central Excise Act, 1944 Excise Duty 3,395,888/- The Central Sales Tax

Act, 1956 Central Sales Tax 1,912,431/-

and West Bengal VAT Act,

2005 and Value Added Tax

Name of Statute Forum where dispute is pending

Orissa VAT Act, 2004 Joint Commissioner of Commercial Taxes (Jajpur,

Orissa)

The Central Sales Tax Joint Commissioner of Commercial Taxes (Jajpur,

Act,1956 Orissa)

Orissa Entry Tax Act, Joint Commissioner of Commercial Taxes (Jajpur,

1999 Orissa)

The Central Sales Tax

Act, 1956 Appelate Tribunal

Central Excise Act, Office of Assistant Commissioner of Central

1994 Excise, Durgapur

Central Excise Act, Office of the Commissioner of Central Excise,

1994 Bolpur

Central Excise Act, Joint Commissioner of Central Excise, Bolpur

1994

The Central Sales Tax

Act, 1956 Joint Commissioner of Commercial Taxes, Bow

and Wast Bengal VAT Bazar.

Act, 2005

(x) The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses in the financial year under report or in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks.

(xii) As explained to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) Clause (xiii) of the Order is not applicable, as the Company is not a chit fund company or nidhi/mutual benefit fund/society.

(xiv) In respect of shares, securities, debentures and mutual fund units dealt or traded by the Company and held as investments, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All the investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given a Corporate Guarantee to secure financial assistance to SKP Overseas Pte Ltd, a wholly owned subsidiary, which is not prima facie considered prejudicial to the interest of the Company.

(xvi) On the basis of review of utilisation of funds pertaining to term loans on a overall basis and related information as made available to us, we are of the opinion that the Company has applied the term loans for the purpose for which they were obtained during the year.

(xvii) In our opinion, and according to the information and explanations given to us, the funds raised on short-term basis have not been used for long- term investment.

(xviii)The Company has not made any fresh allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) No debentures have been issued by the Company and hence the question of creating security or charge in respect thereof does not arise.

(xx) The Company has not raised any money by way of 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 S.JAYKISHAN

Chartered Accountants

V. Newatia

Partner

Place : Kolkata Membership No. 062636

Dated : The 12th day of May, 2010 FRN. 309005E

 
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