Auditor Report of Aerpace Industries Ltd.

Mar 31, 2016

INDEPENDENT AUDITORS’ REPORT

To,

TheMembersof ICVLSteelsLimited Report on the Financial Statements

1. We have audited the accompanying financial statements of ICVL STEELS LIMITED (“the Company”) which comprise the balance sheet as at 31 March 2016, the statement of profit and loss, the Cash Flow statementfor the year then ended andasummaryof significant accounting policies and other explanatory information.

Management''s Responsibility forthe Financial Statements

2. The Company''s Board of Directors is responsible forthe matters stated in section 134(5) of the Companies Act 2013 (“the Act”) with repect to the preparation of these financial statements to give a true and fair view of the financial position, financial performance and Cash Flow 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 and Accounting Standard 30. Financial instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it does not contradict any other Accounting Standard referred to in section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safegaurding of the assets of the company and for preventing and detecting the frauds and other irregularities, selection and application of appropriate accounting policies, making judgements and estimates thatare reasonable and prudent; and design, implementation and maintenance of adequate internal financial control , 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 fairview and are free from material misstatement, whether due to fraud orerror.

Auditor''s Responsibility

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

4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act and other applicable authoritative pronouncement issued by the Institute of Charatered Accountants of India .Those Standards and pronouncement 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.

6. 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 orerror. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statement that give a true & fair view , 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 Company''s Director''s , as well as evaluating the overall presentation of thefinancial statements.

7. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the financial statements.

Opinion

8. 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 fairview in conformity with the accounting principles generally accepted in India of the state of affairs of the company as at March, 31,2016, and its profit and its cash flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor''s Report) Order, 2016, issued by the Central Government of India in terms of subsection (11) of section 143 of the Act( herein after referred to as the “Order"), and on the basis of such checks of the books and records of the company as we consider appropriate and according to the information and explanation given to us. We give in the Annexure Astatementon the matters specified in paragraphs 3 and 4 of the Order.

10. Asrequired bysection 143(3) oftheActwefurther report that:

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

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 agreementwith the books of account;

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified undersection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule , 2014 and Accountanting Standard 30. Financial instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it does not contradict any other Accounting Standard referred to in section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014.

e. on the basis of written representations received from the directors as on March 31,2016, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2016, from being appointed as a director in terms of section 164(2)oftheAct.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B.

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

I. The Company does not have any pending litigations which would impact its financial position and its financial statements.

ii. The company did not have any long term contracts including derivative contracts as at March 31,2016, as such the question of commenting for any material forceable losses there on does notarise.

iii. Therehas notbeen an occasion in caseofthecompanyduring theyearended March 31,2016underreportto transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sumsdoes notarise.

Referred to in paragraph 9 of the Independent Auditors'' Report of even date to the members of ICVL STEELS LIMITED on the financial statements as of and for theyear ended March 31,2016.

1. (a) The Company has maintained proper records showing full particulars, including quantitative detials and situation of its

fixed assets.

(b) As explained to us ,the Fixed assets have been physically verified by the management during the year at regular intervals and no material discrepancies were noticed on such physical verification. In our opinion the frequency of the verfication is reasonable having regard to the size of the company and the nature of its assets.

(c) The company does not own any immovable property; therefore the clause Title deeds of immovable properties are held in the name of the company is not applicable.

2. During the year there is no purchase or sale of goods by the company therefore Physical verification of inventory the provisions of clause 3(ii) is notapplicable.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the company has not granted any loans, secured or unsecured to the companies, firms, Limited Liability Partnership and other parties listed in the register maintained under section 189 of the Companies Act 2013. Therefore the provision of the clause 3 (iii), (iii)(a), (iii)(b) and (iii)(c) of the said order are not applicable to the company.

4. The company has not granted any loans or made any Investments or provided any guarantee or security to the parties covered under section 185 and 186. Therefore the provisions of the clause 3(iv) of the said order are not applicable to the company.

5. The company has not accepted any deposit from the public within the meaning of section 73, 74, 75 and 76 of the CompaniesAct, 2013 and rules framed there underto the extent notified.

6. As informed to us, the Central Government has not prescribed maintenance of cost record under sub section (1) of section 148 of theAct.

7. (a) According to the record, information and explanations given to us in respect of statutory dues, the company is

generally regular in depositing with appropriate authorities undisputed amount of provident fund, employee state insurance, Income Tax, Sales Tax, Custom duty, Excise duty, Service Tax, Cess, and other statutory dues applicable to it and no undisputed amount payable were outstanding as at March 31 2016, for a period of more than Six months from the date they become payable.

8. According to the records of the company examined by us and the Information and explanation given to us, the company does not have any loans or borrowings from any Financial Institution ,bank Government or debenture holders during the year. Accordingly the provisions of Clause 3(viii) of the order is notapplicable to the company.

9. The company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and Term Loans. Accordingly the provisions of Clause 3(ix) of the order are not applicable to the company.

10. 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 explanation given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during theyear, norhave we been informed ofanysuch case by the management.

11. The Company has not paid / provided for Managerial Remuneration therefore provision of Clause 3(xi) of the order are not applicable to the company.

12. As the company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. The Provision of clause 3(xii) of the order are notapplicable to the company.

13. The company has entered into Transaction with related parties in compliance with the provisions of section 177 and 188 of the Act. The details of such related party transaction have been disclosed in the Financial Statement as required under Accounting Standard (AS) 18. Related Party Disclosers specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014.

14. During the year, the Company has not made any preferential allotment or private placement of Shares or fully or partly convertible Debentures during the year under review. Accordingly the provisions of Clause 3(xiv) of the order are not applicable to the company.

15. The Company has not entered into any Non Cash Transaction with its Directors or person connected with him, during the year. Accordingly the provisions of the Clause 3 (xv) of the order are notapplicable to the company.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly the provisions of the Clause 3 (xvi) of the order are notapplicable to the company.

Referred to in paragraph 10 (f) of the IndependentAuditors'' Report of even date to the members of ICVL STEELS LIMITED on the

financialstatementsasofandfortheyearended March31,2016.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act.

1. We have audited the internal financial controls over financial reporting of ICVL STEELS LIMITED (“The Company”) as of March 31,2016, in conjunction with our auditof the financial statements of the Companyfor theyear ended on that date.

Management''s Responsibility for Internal Financial Controls

2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Auditof Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliablefinancial information, as required underthe Act.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls overfinancial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls overfinancial reporting, assessing the risk thata material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatementof the financial statements, whetherdue to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control overfinancial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of managementand directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of internal financial controls overfinancial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error orfraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions, orthatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system overfinancial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31,2016, based on the internal control overfinancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

ForJ. B. Dudhela & Co.

Chartered Accountants

(Firm Registration No. 102777W)

J. B. Dudhela

Place: Mumbai Proprietor

Date: 23^rd May, 2016 (Membership No. 035354)

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Mar 31, 2015

We have audited the accompanying financial statements of ICVL Steels Limited ("the Company") which comprise the balance sheet as at 31 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 Management and Board of Directors of company are responsible for the matters stated in section 134(5) of the Companies Act 2013 ("the Act") with repect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and Cash Flow of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified undersection 133 of the Act read with Rule 7 of the Companies (Accounts ) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the company and for preventing and detecting the frauds and other irregularities , selection and application of appropriate accounting policies, making judments and estimates that are reasonable and prudent, and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of 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 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 specifies 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 statement, that give true & 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 accounting policies used and the reasonableness of the accounting estimates made by Company's Management and Board of Director's , 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 statement.

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:

(I) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2015

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

(iii) in the case of 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, 2015 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in 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, and Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

e. onthebasisofwrittenrepresentationsreceivedfromthedirectorsason31 March2015,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.

f. in our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The company does not have any pending litigations which would impact its financial position.

ii. The company did not have any long term contract including derivative contract, as such the question of commenting on any material foreseeable losses thereon does not arise.

There has not been an occasion in case of the company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise

ANNEXURE TO AUDITOR'S REPORT

Referred to our Report of even date on the accounts of ICVL Steels Limited for the year ended 31st March, 2015.

On basis of such checks as we considered and appropriate and according to the information and explanation given to us during the course of our audit we report that:

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

(b) As explained to us ,the Fixed Assets have been physically verified by the management at regular interval, as informed to us no material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed off substantial part of Fixed Assets, during the year, which will affect the going concern status of the Company.

2. The Company is engaged in the business of providing Advisory, Consultancy, and Investment Services. Accordingly, it does not hold any Physical inventories. Thus paragraph 3 of the order is not applicable.

3. The company has neither granted nor taken any loans, secured or unsecured to/from the companies ,firms and other parties covered in the register maintained under section 189 of the Act. Thus sub clause (a) and (b)are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and nature of its business, for the purchase of Fixed Assets and for Sale of Services. Further, on the basis of our examination of the books and records of the company and according to the information and explanation given to us, no major weakness has not been noticed or reported

5. In our opinion and according to the information and explanation given to us the company has not accepted any deposits from the public covered under sections 73 to 76 of the Companies Act 2013.

6. As informed to us the maintenance of cost records has not been prescribed by the Central Government U/s 148(1) (d) of the Act,

7. a) According to the information and explanation given to us , and on the basis of our examination of the records of the company. The company is regular in depositing the undisputed statutory due including Investor Education and Protection Fund , Provident Fund Employees,State Insurance , Income Tax, Wealth Tax , Sales Tax , Service Tax, Custom Duty, Excise duty and other material Statutory dues as applicable, with the appropriate authorities in India.

(b) According to the information and explanation given to us, there is no undisputed amount payable in respect of Investor Education and Protection Fund , Provident Fund , Employees ' State Insurance , Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise duty and other material Statutory dues were outstanding, at the year end, for a period of more than 6 months from the date of they became payable.

8. According to the information and explanation given to us the company does not have any accumulated losses at the end of the financial Year, and has not incurred cash losses in the financial year and in the immediately preceding financial year.

9. According to the records of the company examined by us and as per the information and explanations given to us, the company has not availed any loans from any financial institution or banks and has not issued any debentures.

10. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from a bank or financial institution during the year.

11. The Company has not obtained any term loan during the financial year.

12. Based on the audit procedures performed and the information and explanation given to us, we report that no fraud on or by the company has been noticed or reported during the year, nor have we been informed of such case by the management.

For J. B. Dudhela & Co. Chartered Accountants (Firm Registration No 102777W)

Sd/- J. B. Dudhela Place: Mumbai Proprietor Date : May 30, 2015 (Membership No. 035354)

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Mar 31, 2014

We have audited the accompanying financial Statements of ICVL Steels Limited ("the Company") which comprise the Balance Sheet as at 31 March 2014, the statement of profit and loss and Cash Flow Statementfor the year then ended and a summary ot significant accounting policies andotherexplanatoryinformation.

Management''s Responsibilityforthe Financial Statements

Management is responsible for the preparationof these financial statements thatgiveatrue and fairview of the financialposition, financial performance and Cash Flow of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,1956 ("the Act") (which continue to be applicable in respect of section 133 of the CompaniesAct, 2013 in terms ofGeneral Circular 15/2013dated 13Sepetemberissued by the Ministry ofCorporateAffairs w.e. f. 12 September, 2013) and in ccordance with 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 fairview 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 assessmentofthe risks of material misstatement of the financial statements, whetherduetofraud orerror. 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 basisfor our audit opinion.

Opinion

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

(I) inthecaseof the balance sheet, of thestate of affairs of theCompany as at 31 March 2014

(ii) in the case of the statement of profit and loss, of the profitfortheyear ended on that date

(iii) in the case of the Cash Flow Statement, of the Cash Flowfor 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, we give in the Annexure a statement on the matters specified in paragraphs4 and 5 of the Order.

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

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary 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 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 referred to in subsection (3C) of section 211 of the CompaniesAct, 1956, (which continue tc be applicable in respect of section 133 of the CompaniesAct, 2013 in terms of General Circular 15/2013 dated 13 Sepetember issued by the Ministry of Corporate Affairs w.e. f. 12 September, 2013).

(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 director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS''REPORT

Referred to our Report of even date on the accounts of ICVL Steels Ltd. for the year ended 31st March, 2014.In termsof the information and explanation given to us and the books and records examined by us in the normal course ofauditand to the best of ourknowledge and belief, we state as under:

(1) (a) The Company has maintained proper records showing full particulars, including details of quantity & the situation of its fixed assets.

(b) The Fixed assets has been physically verified by the management during the year in accordance with a phased periodical manner, which in our opinion is reasonable having regard to thesize of the company& nature of it''s assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed off substantial part of Fixed Assets, during the year, which will affect the going concern status ofthe Company.

2. (a) The inventory has been physically verified by the management during the year. In our Opinion the frequency of Verification is reasonable.

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

(c) The Company has maintained proper records of inventories. As explained to us there were no material dicrepancies noticed on physical verification ofthe inventories as compared to the book records.

3. The company has neither granted nor taken any loans, secured or unsecured to/from the companies ,firms and other parties covered in the register maintained under section 301 ofthe Companies Act, 1956. Therefore, the provisions of Clause 4(ii), (b), (c) ,(d) (e),(f) and (g) ofthesaid order are not applicable to thecompany.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business with the regard to purchase of inventories and fixed assets and for sale of goods and Services. We have notobserved any major weakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us there are no transaction that needs to be entered in to the register in pursuance to the section 301 ofthe Company Act, 1956.

(b) In our opinion and according to the information and explanation given to us there are no transaction in pursuance of contracts or arrangements entered in the register maintained U/s 301 ofthe Companies Act, aggregating during the year to Rupees Five Lakhs or more in respect of any party.

6. In our opinion and according to the information and explanation given to us the company has not accepted any deposits from the public which fall within the meaning ofthe section 58 A and 58 AA of the Company Act ,1956 and rules framed thereunder.

7. According to the information and explainations given to us, there is no formal internal audit system in the company, however in ouropinion the company has adequate internal control system commensurate with the size and nature of its business.

8. As informed to us the maintenance of cost records has not been prescribed by the Central Government U/s 209 (1) (d) of the Companies Act, 1956.

9. According to the information and explanation given to us and on the basis of our examination of the records of the company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees '' State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise duty and other material Statutory dues have generally been deposited on a regular basis during the year by the Company with appropriate authorities. There are no arrears of undisputed statutory dues as at 31* March, 2014 for a period of more than 6 months from the date they became payable. As explained to us the company did not have any dues onaccountofInvestorEducationand Protection Fund.

10. According to the information and explanation given to us the company does not have any accumulated losses at the end of the financial Year, and has not incurred cash losses in the financial year and has not incurred cash loss in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to a financial institution, banks debenture holders as at Balance Sheet date.

12. The Company has not granted any loans and advances on the bases of security by way of pledge of share, debentures and other securities.

13. TheCompanyisnotachitfund,nidhifundormutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. In our opinion, the company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures, and other investments during the year and timely entries have been made therein. Further such Securities have been held by the Company in its own name.

15. The Company has notgiven any guarantee for loans taken by others from banks orfinancial institutions during the year.

16. The Company has notobtained any term loan during the financial year.

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

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained undersection 301 of the Act.

19. No Debentures has been issued by the Company during the year.

20. The Company has not raised any money by way of public issue during theyear.

21. 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 explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during theyear, nor have we been informed ofanysuch case by the management.

For J. B. Dudhela & Co Chartered Accountants (Firm Registration No 102777W

Sd/- J. B. Dudhela Place: Mumbai Proprietor Date: May 30,2014 (Membership No. 035354)

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Mar 31, 2013

Report on the Financial Statement

We have audited The accompanying financial Statements of ICVL Steels Limited (the Company) which comprise the Balance Sheet as at 31 March 2013. the statement of profit and loss and Cash Flow Statement for ihe 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 die preparation of these financial statements that give a true and fair view of the financial position, financial perlormance and Cash Flow of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). [his responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and prescntatimi 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 hy the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform die 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 (he amounts and disclosures in ihc financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whetlier due to fraud or error. In making those risk assessments, the auditor consider* internal eontrol relevant to the Company"s preparation and fair presentation of the linancial statements in order to design audit procedures that arc 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 or" the financial statements. We believe that the audit evidence wrc have obtained is sufficient and appropriate to provide a basis for uur audit iminion.

Opinion

In our opinion and tu the best of our information and according to the explanations given to us, the accompanying 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 ihe case of the balance sheet, of the state of affairs of the Company as at 31 March 2013

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date

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

Report on Other Legal und Regulatory Requirements

1. As required by the Companies (Auditors Report) Order. 2003
2. As required by section 227(3) of the Act, we report thai:

a. we have obtained all (he information and explanations which to die best of our knowledge and belief were necessary tor 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 the Cash Flow Statement deait with by this Report arc in agreement with the books of account:

d. hi our opinion, the Balance Sheet, Statement of Profit and Loss, and uie Cash Flow Statement comply with the Accounting Standards referred to in subjection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on 31 March 2013. and taken on record by die Board of Directors, none of the directors is disqualified 35 on 3J March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of tne Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

Referred to out Report of even date on the accounts of ICVL Steels Ltd. for the year ended 31st March, 2013.

In terms of the information and explanation given to us and (he books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

1. (aj The Company has maintained proper records showing full particulars, including details of quantity & the situation of its fixed assets.

(b) The Fixed assets has been physically verified by the management during the year in accordance with a phased periodical manner, which in our opinion is reasonable having regard to the size of the company & nature of it''s assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed off substantial part of Fixed Assets. during the year, which will affect the going concern status of the Company.

2. (a) The inventory has been physically verified by the management during the year. In our Opinion the frequency of Verification is reasonable.

lb) In our opinion the procedures of physical verification of inventory 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 inventories. As explained to us there were no material dicrepancies noticed on physical verfication of the inventories as compared to the book records.

3. The company has not granted/taken any loans, secured or unsecured to/from the companies .firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of Clause 4(ii), (b), (c) and (d)/(D and (g) of the said order arc not applicable to the company.

4. In our opinion and according to the information and explanation given to us. there is an adequate internal control procedure commensurate with (he size of the company and nature of its business with the regard to purchase of Fixed Assets and for sale of the goods and Services. We have not observed any major weakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us there are no transaction that needs to be entered in to the register in pursuance to the section 301 of the Company Act, 1956.

(b) in our opinion and according to the information and explanation given to us there arc no transaction in pursuance of contracts or arrangements entered in the register maintained U/s 301 of ihe Companies Act, aggregating during the year to Rupees Five Lakhs or more in respect of any party.

6. In our opinion and according to the information and explanation given to us the company has not accepted any deposits from the public which fall within the meaning of the section 5& A and 58 A A of the Company Act ,1956 and rules framed there under.

7. Tn our opinion the company has no internal audit system commensurate with the size and nature of it business.

8. As informed to us the maintenance of cost records has not been prescribed by the Central Government U/s 209 (I) (d) of the Companies Act. 1956.

9. According to the information and explanation given to us and on the basis of our examination of the records of the company, (here are no undisputed statutory dues including Provident Fund , Investor Education and Protection Fund, Employees '' State Insurance , Income Tax T Wealth Tax , Sales Tax T Custom Duty, Excise duly and other Statutory dues applicable to it in respect of such statutory dues which have remained outstanding as at 31st March, 2013 for the period more than six months.

10. According to the information and explanation given to us the company has accumulated losses at the end of the financial Year, and has not incurred cash losses in the financial year and has incurred cash loss in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to a financial institution, banks debenture holders as at Balance Sheet date,

12. The Company has not granted any loans and advances on the bases of security by way of pledge of share, debentures and other securities.

13. The Company is not a chit fund, nidhi fund or mutual benefit fund '' society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor''s Report) Order. 3003 are not applicable to the company.

14. In our opinion, the company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures, and other investments during the year and timely entries have been made therein. Further such Securities have been held by the Company in its own name.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during (he financial year.

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

18. The Company has not made any preferential allotment of shares lo parties and Companies covered in the Register maintained under section 301 of the Act.

19. No Debentures has been issued by the Company during the year.

20. I he Company has not raised any money by way of public issue during the year.

21. During the course of our examination of the books and rceord.s of the Company earried out in accordance with the generally accepted auditing practices in India and according to the Information and explanation given to us. we have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management.

For J.B.DUDHELA & CO Chartered Accountants FRN : 1027 77W



Sd/-

PLACE: Mumbai (J.B.DUDIHELA) DATE: 24/05/2013 Proprietor Memb. No. 035354

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. ICVL Steels Limited ("the Company") as at 31st March, 2012, Statement of Profit & Loss account of the company for the period 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 the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materials misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimate made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order,2003 as amended by the Companies (Auditor's Report) (Amendment)Order, 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act 1956 ("the Act"),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 explanations given to us during the course of our audit. We give in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

4. We draw reference to

Note No 1(A) regarding scheme of arrangement U/s 391 to 394 and other applicable provisions of the Companies Act,1956. During the year, pursuant to the scheme of Arrangement U/s 391 to 394 and other applicable provisions of the Companies Act,1956. There was demerger of Steel Division of the Intellivate Capital Ventures Limited with the company. Pursuant to the scheme of demerger is sanctioned and approved by the Hon'ble High Court of judicature at Bombay on 16th December 2011, and upon filing the said order with Registrar of Companies, with Maharashta on 20th January,2012, the said scheme became effective. The said approved scheme of arrangement has been given effect with effect from Appointed date i.e. April 1, 2011 in these financial statements, pursuant to the provisions contained in Section 391 to 394 and other relevent provisions if any. Accordingly the Assets & Liabilities of Steel division of Intellivate Capital Venture Limited are vested and transferred to the company, being third resultant company at book values on the appointed date i.e. April 1, 2011 and on a going concern basis, in accordance with Section 2(19AA) of the Income Tax Act, 1961.

5. Further to our comments in the Annexure referred to in paragraph 3 in 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 appear from our examinations of those books;

c) The Balance Sheet, Statement of Profit and Loss account dealt with by this report are in agreements with the books of account.

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

e) On the basis of written representations received by the company from the Directors, taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012, from being appointed as a Director u/s 274 (1) (g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and , give a true and fair view in confirmity with the accounting principles generally accepted in India :

(i) in the case of Balances Sheet, of the state of affairs as at 31st March, 2012.

(ii) in the case of statement of profit and Loss account, of the Profit of the company for the year ended on that date

ANNEXURE TO THE AUDITOR'S REPORT

Referred to in paragraph 3 of the Auditor's Report of even date to the members of ICVL STEELS LTD on the Financial statements for the year ended March 31, 2012.

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

(b) The Company has a regular program of physical verification of its Fixed Assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) During the year, there was no disposal of substantial part of fixed assets.

2. (a) As explained to us, the inventory has been physically verified by the management At reasonable intervals during the year.

(b) In our opinion and according to the information and explanations given to us. The procedures of physical verification of inventory followed by the management were reasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanation 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.

3. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to/from Companies, firms or other parties covered in the register maintained U/s 301 of the Companies Act, 1956. Accordingly clause (iii)(a),(b),(c),(d),(e),(f) and (g) of the order are not applicable. Advances received/paid in temporary Debit/Credit balances with related parties are not considered to be borrowing/lending.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and for sale of goods and services. During the course of Audit, we have not observed any major weaknesses in internal controls.

5. (a) On the basis of the Audit procedures performed by us, and according to the information, explanations and representation given to us, we are of the opinion that the particulars of contracts or arrangements in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under section 301 of the said Act have been so entered.

(b) In our opinion and according to the information, explanations and representation given to us, transactions made in pursuance of contracts or arrangements entered into the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at that time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58 AA of the Act and rules framed there under.

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

8 As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s 209(1) (d) of the Companies Act, 1956

9. (a) According to the information and explanations given to us and the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs duty, Excise duty, Cess and other statutory dues applicable to it.

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

10. The Company has no accumulated losses as at 31s1 March,2012. The company has not incurred any cash losses during the year under report or in the immediately preceding financial year.

11. The Company has not defaulted in repayments of dues to banks and financial institutions during the year.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or nidhi/mutual benefit fund/society.

14. In our opinion, the company is dealing in & trading in shares, securities, debentures and other investments. Proper records have been maintained of the transactions & contracts and timely entries have been made there in and shares are held by the company in its own name.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the year.

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

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

19. The company has not issued any debentures during the year.

20. The company has not raised money by public issue during the year.

21. According to tne information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the year, nor have we been informed of such case by the management.

For J. B. DUDHELA & CO.

Chartered Accountants

FRN. No. 102777 W

Sd/-

J. B. DUDHELA

Proprietor

Membership no. 035354

Place: Mumbai

Date : 27-08-2012