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Auditor Report of Suraj Ltd.

Mar 31, 2016

The Members,

SURAJ LIMITED

Ahmadabad.

Report on the Financial Statements :

We have audited the accompanying Standalone financial statements of M/s. SURAJ LIMITED, ("the Company") which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements :

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

Auditors'' 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 there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls of the entity''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financial statements.

Basis for Qualified Opinion

The value of closing stock considered by Company is excessive by Rs. 3148.43 Lakh while valuing the closing stock as per Accounting Standard -2 for the year.

The effect of this on Company''s statement of Profit & Loss will be a decrease of Profit by Rs. 3148.43 Lakh and shareholder''s fund would have been lower by Rs. 3148.43 Lakh.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the basis for qualified opinion paragraph, the accompanying standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India, of the state of affairs of the company as at 31st March 2016, its Profit and its cash flows for the year ended on that date.

Emphasis of Matter:

We draw attention to;

Note -26(II)(1)(a)to the financial statements, relating to Contingent Liabilities not provided by Company. Our opinion is not qualified in respect of this matter.

Report on other Legal and Regulatory Requirements :

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the said 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 knowl edge and belief were necessary for the purpose of our audit;

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

c) The Balance Sheet, 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 except accounting standard - 2 on valuation of inventory specified 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 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) of the Act.

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" and

g) With respect to the 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 its financial position in its financial statements - Refer Note 26(II) (1) & (4) to the financial statements;

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

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Referred to in paragraph 1 under the heading ''Report on Other Legal & Regulatory Requirement'' of our report of even date to the Standalone financial statements of the Company for the year ended March 31, 2016: we report that

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

(b) As explained to us, the Fixed Assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

(c) According to the information and explanations given to us and on the basis of our examination of the record of the company, the title deeds of immovable properties are held in the name of the company.

2) The Inventory of finished good, raw materials, components, stores and spare parts has been physically verified at reasonable intervals by the management. In our opinion, the frequency of such verification is reasonable. No material discrepancies were noticed on physical verification on inventories as compared to books records.

3) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) We have broadly reviewed the books of account maintained by the Company pursuant to Rules made by the Central Government of India, maintenance of cost records has been prescribed under sub-section (1) of Section 148 of the Companies Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

7) (a) According to the records of the company and the information and explanations given to us and

on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and record of the Company disputed amount payable in respect of Income tax, sales tax & Custom and Excise Duty and that have not been deposited with the appropriate authorities on account of dispute and the forum where the disputes are pending are given below:

Name of Statue

Nature of Dues

Disputed

Amount

Rs.

Period to

which the

amount Relates

Forum where dispute is pending

Sales Tax Act

Sales Tax

2,24,379/-

2003-04

Sales Tax Appellate

Commissioner

Ahmadabad.

Sales Tax Act

Sales Tax

1,40,975/-

2004-05

Jt. Commissioner of Commercial Taxes Ahmadabad.

Sales Tax Act Central Sales Tax Act

Sales Tax Central Sales Tax

1,02,99,133/

2,15,448/-

2008-09

VAT Tribunal

Sales Tax Act Central Sales Tax Act

Sales Tax Central Sales Tax

1,60,08,820/

19,27,163/-

2009-10

VAT Tribunal

Sales Tax Act Central Sales Tax Act

Sales Tax Central Sales Tax

1,60,15,517/

8,96,066/-

2010-11

VAT Tribunal

Income Tax Act

Income Tax

7,36,82,162/-

A.Y. 2008-09

CIT (Appeal), Ahmadabad

Income Tax Act

Income Tax

5,23,634/-

A.Y. 2008-09

CIT (Appeal), Ahmadabad

Income Tax Act

Income Tax

1,85,83,455/-

A.Y. 2009-10

CIT (Appeal), Ahmadabad

Income Tax Act

Penalty

73,62,856/-

A.Y. 2009-10

CIT (Appeal), Ahmadabad

Income Tax Act

Income Tax

2,97,787/-

A.Y. 2010-11

Before A.O. u/s. 154

Income Tax Act

Income Tax

8,76,01,472/-

A.Y. 2011-12

CIT (Appeal), Ahmadabad

Income Tax Act

Income Tax

14,21,96,316/-

A.Y. 2012-13

CIT (Appeal), Ahmadabad

Income Tax Act

Income Tax

6,42,55,881

A.Y. 2013-14

CIT (Appeal), Ahmadabad

Income Tax Act

Income Tax

5,58,11,441/-

A.Y. 2014-15

CIT (Appeal), Ahmadabad

Income Tax Act

Income Tax

9,17,386/-

A.Y. 2001-02

Before A.O. u/s. 154

Custom Tariff Act

Safeguard Duty

86,20,447/-

F.Y. 2012-13

To be filed before CESTAT, Mumbai

8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to any financial institutions and banks.

9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or 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 and hence not commented upon.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid in accordance with the provisions of section 197 read with Schedule V to the Companies Act;

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

13) According to the information and explanations given to us and on the basis of our examination of the record of the company, in our opinion all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) According to the information and explanations given to us and on the basis of our examination of the record of the company, 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 and hence not commented upon.

15) According to the information and explanations given to us and on the basis of our examination of the record of the company, the company has not entered into any non-cash transactions with directors or persons connected with the company. Accordingly, the provisions of clause 3

(xv) of the Order are not applicable to the Company and hence not commented upon.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of M/S. Suraj Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for the Financial Statements :

The Company''s management is responsible for establishing and maintaining internal financial controls. 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 reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility :

Our responsibility is to express an opinion on the Company''s internal financial controls over financial 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, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, 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 Institute of Chartered Accountants of India. 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. 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 over financial reporting, assessing the risk that a 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 misstatement of the financial statements, whether due to fraud or error.

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 over financial reporting. Meaning of Internal Financial Controls over Financial Reporting

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 over financial 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 management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016.

FOR, PANKAJ K. SHAH ASSOCIATES

Firm Registration No. 107352W

CHARTERED ACCOUNTANTS

Place : Ahmadabad

Date : 26.05.2016

(PANKAJ K. SHAH)

PROPRIETOR M. No. 34603


Mar 31, 2014

We have audited the accompanying Financial Statements of M/s. SURAJ LIMITED (the "Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit & Loss and also the Cash Flow Statement for the year ended and a summary of significant accounting polices and other explanatory information

Management''s Responsibility for the Financial Statements :

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance and cash flow of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the ''Act'') read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility :

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

An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the 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 auditors consider 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. Emphasis of Matter:

We draw attention to ;

Note - 25(II)(1) to the Financial statements regarding search conducted by Income Tax Department u/s. 132 of the Income Tax Act during the financial year.

Note - 25(II)(1)(c) to the financial statements, relating to summons received by the company from excise department in connection with an inquiry to ascertain the evasion of any central excise duty by the company.

Note - 25(II)(4)(a) to the financial statements, relating to remuneration paid in respect of the Chief Financial Officer, Managing Director, Director & Whole Time Director of the Company for the financial year 2013-14, which is in excess of the limits prescribed under Section 198 read with schedule XIII of companies act 1956.

Our opinion is not qualified in respect of this matter.

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 fair view in conformity with the Accounting Principles generally accepted in India.

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2014.

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

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

Report on other Legal and Regulatory Requirements :

1. 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, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

b) In our opinion, proper books of accounts 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 notified under the Companies Act, 1956 read with the General Circular 15/ 2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 to the extent applicable.

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 2014 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full particulars including quantitative details and situation of fixed assets are under compilation.

(b) A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on physical verification were not material and properly dealt with in the books of account.

(c) The fixed assets disposed off during the year were not substantial. According to the information and explanation given to us, we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

(ii) (a) The Inventories has been physically verified during the year by the management. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion and according to information and explanations given to us, the procedures for 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) On the basis of our examination of the inventory records, in our opinion the company has maintained proper records of inventory and according to the records of the company, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt within the books of account.

(iii) (a) The Company has not granted any unsecured loan to any company / party covered in the Register maintained under section 301of the Act.

(b) The Company has taken interest free unsecured loan from one company listed in the Register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 566.50 Lacs and the outstanding amount of such loan at the year end is Rs. 423.50 Lacs.

(c) The above loan is interest free and other terms and conditions of such loans are not prima-facie prejudicial to the interest of the company.

(d) In our opinion and according to the explanation given to us, the company is regular in paying the principal amounts.

(iv) In our opinion and on the basis of test checks carried out by us, it appears that there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination of the books of account 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 the aforesaid internal control system.

(v) According to the information and explanations given to us, there were no contracts or arrangements that were required to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(vii) Internal audit is carried out by a firm of Chartered Accountants. On the basis of the reports made by them to the management, in our opinion, the Internal Audit System is commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of the cost records under section 209(1)(d) of the companies Act,1956 in respect of the Company''s products. As per the information and explanations provided to us, we are of the opinion that prima facie, the prescribed cost records have been maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, we are of the opinion that the company is generally regular in depositing with appropriate authorities undisputed statutory dues regarding provident fund, income-tax, Vat, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues as applicable.

Based on our audit procedures and according to the information and explanations given to us, and records of the company, there are no arrears of statutory dues which has remained outstanding as at 31st March 2014 for a period of more than Six months from the date they became payable.

(b) According to the information and explanations given to us, and the records of the company, disputed amounts payable in respect of Income Tax and Sales Tax not deposited with the appropriate authorities are as under:

Name of Statue Nature of Dues Disputed Period to Amount which the Rs. amount relates

Sales Tax Act Sales Tax 2,24,379/- 2003-04

Sales Tax Act Sales Tax 1,40,975/- 2004-05

Sales Tax Act Sales Tax 1,02,99,133/- 2008-09

Central Sales Tax Act Central Sales Tax 2,15,448/-

Sales Tax Act Sales Tax 1,60,08,820/- 2009-10

Central Sales Tax Act Central Sales Tax 19,27,163/-

Income Tax Act Income Tax 4,68,300/- A.Y. 2010-11

Income Tax Act Income Tax 9,17,386/- A.Y. 2001-02

Income Tax Act Penalty 73,62,856/- A.Y. 2009-10

Name of Statue Forum where dispute is pending

Sales Tax Act Sales Tax Appellate Commissioner Ahmedabad.

Sales Tax Act Jt. Commissioner of Commercial Taxes Ahmedabad.

Sales Tax Act VAT Tribunal Central Sales Tax Act

Sales Tax Act VAT Tribunal Central Sales Tax Act

Income Tax Act CIT (Appeal) - XIV Ahmedabad

Income Tax Act Before A.O. u/s. 154

Income Tax Act CIT (Appeal), Ahmedabad

(x) The Company has no accumulated losses as at 31st March 2014. The company has not incurred any cash losses during the current financial year and also during immediately preceding financial year.

(xi) According to the records of the company, and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank during the financial year.

(xii) 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) In our opinion, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) According to information and explanations given to us, in our opinion, the term loans have been applied for the purpose for which they were obtained/ raised.

(xvii) On the basis of overall examination of the Balance Sheet of the Company and information and explanation given to us, in our opinion funds raised on short term basis have not been used to finance long term investment.

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

(xix) The Company has not issued any secured debentures during the year nor has any outstanding debenture during the year.

(xx) The company has not raised any money by way of public issues during year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the

financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For, PANKAJ K. SHAH ASSOCIATES Firm Registration No. 107352W CHARTERED ACCOUNTANTS

Date : 21-05-2014 Pankaj K. Shah (Proprietor) Place : Ahmedabad M. No. : 34603


Mar 31, 2013

Report on the Financial Statements :

We have audited the accompanying Financial Statements of M/s. SURAJ LIMITED (the "Company"), which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit & Loss and also the Cash Flow Statement for the year ended and a summary of significant accounting polices and other explanatory information.

Management''s Responsibility for the Financial Statements :

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 of India (the ''Act''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility :

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

An audit involves performing procedures to obtain audit evidence, about the amounts and 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 auditors consider 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 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 the case of Balance Sheet, of the state of affairs of the company as at 31st March 2013.

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

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

Report on other Legal and Regulatory Requirements :

1. 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, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

b) In our opinion, proper books of accounts 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 Section 211(3C) of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 2013 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

Referred to in paragraph 1 under the heading of " Report on other Legal and Regulatory Requirements of our report of even date.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full particulars including quantitative details and situation of fixed assets are under compilation.

(b) A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on physical verification were not material and properly dealt with in the books of account.

(c) The fixed assets disposed off during the year were not substantial. According to the information and explanation given to us, we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

(ii) (a) The Inventories has been physically verified during the year by the management. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion and according to information and explanations given to us, the procedures for 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) On the basis of our examination of the inventory records, in our opinion the company has maintained proper records of inventory and according to the records of the company, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt within the books of account.

(iii) (a) The Company has granted interest free unsecured loan to one company covered in the Register maintained under section 301of the Act. The maximum amount involved during the year was Rs. 139 Lacs and the balance outstanding of such loan at the year end is Rs. NIL.

(b) The above loan is interest free and other terms and conditions of such loans are not prima-facie prejudicial to the interest of the company.

(c) In respect of the aforesaid loan, there is no stipulation as regard receipt/ renewal of the principal amounts.

(d) There are no overdue amount of more than rupees one lakh of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has taken interest free unsecured loan from one company listed in the Register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 573 Lacs and the balance outstanding amount of such loan at the year end is Rs. 69.50 Lacs.

(f) The above loan is interest free and other terms and conditions of such loans are not prima-facie prejudicial to the interest of the company.

(g) In our opinion and according to the explanation given to us, the company is regular in paying the principal amounts.

(iv) In our opinion and on the basis of test checks carried out by us, it appears that there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination of the books of account 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 the aforesaid internal control system.

(v) According to the information and explanations given to us, there were no contracts or arrangements that were required to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(vii) Internal audit is carried out by a firm of Chartered Accountants. On the basis of the reports made by them to the management, in our opinion, the Internal Audit System is commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of the cost records under section 209(1)(d) of the companies Act,1956 in respect of the Company''s products. As per the information and explanations provided to us, we are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, we are of the opinion that the company is generally regular in depositing with appropriate authorities undisputed statutory dues regarding provident fund, income-tax, Vat, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues as applicable. Based on our audit procedures and according to the information and explanations given to us, and records of the company, there are no arrears of statutory dues which has remained outstanding as at 31st March 2013 for a period of more than Six months from the date they became payable.

(x) The Company has no accumulated losses as at 31st March 2013. The company has not incurred any cash losses during the current financial year and also during immediately preceding financial year.

(xi) According to the records of the company, and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank during the financial year.

(xii) 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) In our opinion, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) According to information and explanations given to us, in our opinion, the term loans have been applied for the purpose for which they were obtained/ raised.

(xvii) On the basis of overall examination of the Balance Sheet of the Company and information and explanation given to us, in our opinion funds raised on short term basis have not been used to finance long term investment.

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

(xix) The Company has not issued any secured debentures during the year nor has any outstanding debenture during the year.

(xx) The company has not raised any money by way of public issues during year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For, PANKAJ K. SHAH ASSOCIATES

Firm Registration No. 107352W

CHARTERED ACCOUNTANTS

Date : 28-05-2013 Pankaj K. Shah (Proprietor)

Place : Ahmedabad M. No. : 34603


Mar 31, 2012

1. We have audited the attached Balance Sheet of M/S SURAJ LIMITED, as at 31st March 2012 and Profit & Loss Account and also 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 amount and disclosures in the Financial Statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the companies (Auditor's Report) (amendment) order, 2004 issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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 purpose of our audit.

(b) In our opinion, proper books of accounts 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 this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

(e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 2012 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) 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 together with the Significant Accounting Policies and other notes in Note No. - 26 thereon, give the information required under 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 Balance Sheet, of the state of affairs of the company as at 31st March 2012.

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

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

Annexure referred to in paragraph 3 of the Auditor's report to the members of M/S SURAJ LIMITED. on the accounts for the year ended 31st March, 2012.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full particulars including quantitative details and situation of fixed assets are under compilation.

(b) All the fixed assets have not been physically verified by the management during the year, but there is a regular programme of verification at reasonable intervals , which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed on such verification.

(c) The company has not disposed off substantial part of its fixed assets during the year.

(ii) (a) The Inventories lying with the company have been physically verified at reasonable intervals during the year by the management. In our opinion the frequency of such verification is adequate.

(b) In our opinion and according to information and explanations given to us, the procedures for 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) On the basis of our examination of the inventory records, in our opinion the company has maintained proper records of inventory and according to the records of the company, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt within the books of account.

(iii) (a) According to the information & explanations given to us, the Company has not granted any loans, secured or unsecured to companies , firms or other parties covered in the register required to be maintained under Section 301 of the Companies Act, 1956.Therefore , the provisions of clause 4

(iii) (b), (c), and (d) of the order are not applicable to Company.

(b) According to the information & explanations given to us, the Company has taken interest free unsecured loan from one company covered in the Register maintained under section 301of the Act. The maximum amount involved during the year was Rs. 623 Lacs and aggregate outstanding amount of such loan at the year end is Rs. 573 Lacs.

(c) The above loan is interest free and other terms and conditions of such loan are not prima-facie prejudicial to the interest of the company.

(d) In respect of the aforesaid loan, there are no overdue amounts.

(iv) In our opinion and on the basis of test checks carried out by us, it appears that there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination of the books of account 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 the aforesaid internal control system.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(vii) Internal audit is carried out by a firm of Chartered Accountants. On the basis of the reports made by them to the management, in our opinion, the Internal Audit System is commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of the cost records under section 209(1)(d) of the companies Act,1956 in respect of the Company's products. As per the information and explanations provided to us, we are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, we are of the opinion that the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, Vat, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues as applicable, with the appropriate authorities in India. Based on our audit procedures and according to the information and explanations given to us, and records of the company, there are no arrears of statutory dues which has remained outstanding as at 31st March 2012 for a period of more than Six months from the date they became payable.

(b) According to the information and explanations given to us, and the records of the company, disputed amounts payable in respect of Income Tax and Sales Tax not deposited with the appropriate authorities are as under:

Name of the Nature of Dues Disputed Period to Forum where Statute Amount which the dispute Rs. amount relates is pending

Sales Tax Act Sales Tax 2,24,379/- 2003-04 Sales Tax Appellate Commissioner Ahmedabad.

Sales Tax Act Sales Tax 1,40,975/- 2004-05 Jt. Commissioner of Commercial Taxes Ahmedabad.

Income Tax Act Income Tax 68,35,283/- A.Y. 2007-08 CIT (Appeal) - XIV Ahmedabad

Income Tax Act Income Tax 6,81,310/- A.Y. 2008-09 ITAT

Income Tax Act Income Tax 56,06,879/- A.Y. 2009-10 CIT (Appeal) - XIV Ahmedabad

Income Tax Act Income Tax 2,29,491/- A.Y. 2009-10 CIT(Appeal) - XIV Ahmedabad

(x) The Company has no accumulated losses as at 31st March 2012 and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(xi) According to the records of the company, and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank during the financial year.

(xii) 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) In our opinion, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the company.

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) According to information and explanations given to us, in our opinion, the term loans have been applied for the purpose for which they were obtained/ raised.

(xvii) On the basis of overall examination of the Balance Sheet of the Company and information and explanation given to us, in our opinion funds raised on short term basis have not been used to finance long term investment.

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

(xix) The Company has not issued any debentures during the year.

(xx) The company has not raised any money by way of public issues during year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For, PANKAJ K. SHAH ASSOCIATES

Firm Registration No. 107352W

CHARTERED ACCOUNTANTS

Place : Ahmedabad Pankaj K. Shah (Proprietor)

Date : 06/08/2012 M. No. : 34603


Mar 31, 2011

1. We have audited the attached Balance Sheet of M/S SURAJ LIMITED as at 31st March 2011 and Profit & Loss Account and also 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 amount and disclosures in the Financial Statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the companies (Auditor's Report) (amendment) order, 2004 issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that: 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.

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

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

c) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

d) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 2011 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the Significant Accounting Policies and other notes in schedule 18 thereon, give the information required under 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 Balance Sheet, of the state of affairs of the company as at 31st March 2011.

ii) In the case of Profit & Loss account, of the Profit for the year ended on that date and,

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

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph 3 of the Auditor's report to the members of M/S SURAJ LIMITED (Formerly known as Suraj Stainless Ltd). on the accounts for the year ended 31st March, 2011.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full particulars including quantitative details and situation of fixed assets are under compilation.

(b) All the fixed assets have not been physically verified by the management during the year, but there is a regular programme of verification at reasonable intervals , which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed on such verification.

(c) The company has not disposed of substantial part of its fixed assets during the year.

(ii) (a) The Inventories lying with the company have been physically verified at reasonable intervals during the year by the management .In our opinion the frequency of such verification is adequate.

(b) In our opinion and according to information and explanations given to us, the procedures for 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) On the basis of our examination of the inventory records, in our opinion the company has maintained proper records of inventory and according to the records of the company, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt within the books of account.

(iii) (a) According to the information & explanations given to us, the Company has Granted Interest free unsecured loans, to two companies, covered in the Register maintained under section 301 of Companies Act, 1956. The maximum amount involved during the year was Rs. 1201 Lacs and aggregate outstanding amount of such loan at the year end is Rs. NIL.

(b) According to the information & explanations given to us, the Company has taken Interest free unsecured loans from one company covered in the Register maintained under section 301of the Act. The maximum amount involved during the year was Rs. 400 Lacs and aggregate outstanding amount of such loan at the year end is Rs. 10 Lacs.

(c) The above loan is interest free and other terms and conditions of such loan is not prima-facie prejudicial to the interest of the company.

(d) In respect of the aforesaid loan, there are no overdue amounts.

(iv) In our opinion and on the basis of test checks carried out by us, it appears that there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination of the books of account 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 the aforesaid internal control system.

(v) As there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, paragraph 4(v)(a)(b) of the order is not applicable

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(vii) Internal audit is carried out by a firm of Chartered Accountants. On the basis of the reports made by them to the management, in our opinion, the Internal Audit System is commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of the cost records under section 209(1)(d) of the companies Act,1956 in respect of the Company's products. As per the information and explanations provided to us, we are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, we are of the opinion that the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, Vat, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues as applicable, with the appropriate authorities in India. Based on our audit procedures and according to the information and explanations given to us, and records of the company, there are no arrears of statutory dues which has remained outstanding as at 31st March 2011 for a period of more than Six months from the date they became payable.

(b) According to the information and explanations given to us, and the records of the company, disputed amounts payable in respect of Income Tax and Sales Tax not deposited with the appropriate authorities are as under:

Name of Statue Nature of Disputed Period to Forum where Dues Amount which the dispute Rs. amount is pending relates

Sales Tax Act Sales Tax 2,24,379/- 2003-04 Sales Tax Appellate Commissioner Ahmedabad.

Sales Tax Act Sales Tax 1,40,975/- 2004-05 Jt.Commissioner of Commercial Taxes Ahmedabad.

Income Tax Act Penalty 2,06,340/- A.Y. CIT(Appeal)-XIV 2001-02 Ahmedabad

Income Tax Act Income Tax 92,796/- A.Y. CIT(Appeal)-XIV 2007-08 Ahmedabad

Income Tax Act Income Tax 8,17,920/- A.Y. CIT(Appeal)-XIV 2008-09 Ahmedabad

Income Tax Act Income Tax 2,47,724/- A.Y. CIT(Appeal)-XIV 2008-09 Ahmedabad

(x) The Company has no accumulated losses as at 31st March 2011 and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(xi) According to the records of the company, and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank during the financial year.

(xii) 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) In our opinion, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the company.

(xiv) In our opinion, the company is not a dealing or trading in shares, securities, debentures and other investments..

(xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) According to information and explanations given to us, in our opinion, the term loans have been applied for the purpose for which they were obtained/ raised.

(xvii) On the basis of overall examination of the Balance Sheet of the Company and information and explanation given to us, in our opinion funds raised on short term basis have not been used to finance long term Investment.

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

(xix) The Company has not issued any debenture during the year.

(xx) The company has not raised any money by way of public issues during year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to 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, PANKAJ K. SHAH ASSOCIATES Firm Registration No. 107352W CHARTERED ACCOUNTANTS

Pankaj K. Shah (Proprietor) M. No. : 34603

Place : Ahmedabad Date : 09-08-2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of M/S SURAJ STAINLESS LTD., as at 31st March 2010 and the related 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 amount and disclosures in the Financial Statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the companies (Auditors Report) (amendment) order, 2004 issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that: 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.

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

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

c) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

d) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 10 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes in schedule 18 thereon, give the information required under 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 Balance Sheet, of the state of affairs of the company as at 31st March 2010.

ii) In the case of Profit & Loss account, of the Profit for the year ended on that date and,

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

ANNEXURE TO THE AUDITORS REPORT Annexure referred to in paragraph 3 of the Auditors report to the members of M/S SURAJ STAINLESS LTD. on the accounts for the year ended 31st March, 2010.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full

particulars including quantitative details and situation of fixed assets are under compilation.

(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets, Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) The company has not disposed of substantial part of its fixed assets during the year.

(ii) (a) The Inventories lying with the company have been physically verified by the management to the

extent practicable at reasonable interval during the year or at the year end.

(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) On the basis of our examination of the inventory records, in our opinion the company is maintaining proper records of inventory and according to the records of the company, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt within the books of account.

(iii) (a) According to the information & explanations given to us, the Company has not granted any loans, secured or unsecured to company, firms or other parties covered in the Register maintained under section 301 of Companies Act, 1956, Accordingly clause (b), (c) & (d) of paragraph 4 of the Order are not applicable to the company.

(b) According to the information & explanations given to us, the Company has taken unsecured loans from two companies to be listed in the Register required to be maintained under section 301of the Act. The maximum amount involved during the year was Rs. 1551 lacs and aggregate outstanding amount of such loan at the year end is Rs. NIL.

(c) In our opinion, the rate of interest and other terms and conditions of such loan Is not prima-facie prejudicial to the interest of the company.

(d) In respect of the aforesaid loans, principal amount of loan are repayable on call. However, the company is regular in payment of interest.

(e) In respect of the aforesaid loan, there are no overdue amounts.

(iv) In our opinion and on the basis of test checks carried out by us, it appears that there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination of the books of account 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 the aforesaid internal control system.

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

(b) In our opinion, and according to information and explanation given to us, the transactions of Purchase of goods and materials, Sale of goods and materials and Services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rupees Five lacs or more in respect of each party, have been made at prices which are reasonable, having regards to the prevailing market prices for such goods, materials & services or the prices at which the transactions for similar goods, materials & services have been made with other parties.

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(vii) Internal audit is carried out by a firm of Chartered Accountants. On the basis of the reports made by them to the management, in our opinion, the Internal Audit System is commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of the cost records under section 209(1)(d) of the companies Act,1956 in respect of the Companys products. As per the information and explanations provided to us, we are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, we are of the opinion that 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, Vat-tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues as applicable, with the appropriate authorities in India. Based on our audit procedures and according to the information and explanations given to us, and records of the company, there are no arrears of statutory dues which has remained outstanding as at 31st March 2010 for a period of more than Six months from the date they became payable.

(b) According to the information and explanations given to us, and the records of the company, disputed amounts payable in respect of Income Tax and Sales Tax not deposited with the appropriate authorities are as under:

Name of Statue Nature of Dues Disputed Period to Amount which the Rs. amount relates

Sales Tax Act Sales Tax 2,24,379/- 2003-04

Sales Tax Act Sales Tax 1,40,975/- 2004-05

Income Tax Act Penalty 4,48,360/- A.Y. 2004-05

Income Tax Act Penalty 2,06,340/- A.Y. 2001-02

Income Tax Act Income Tax 10,48,579/- A.Y. 2004-05

Income Tax Act Income Tax 23,39,160/- A.Y. 2007-08

Income Tax Act Income Tax 21,53,467/- A.Y. 2007-08

Name of Statue Forum where dispute is pending

Sales Tax Act Sales Tax Appellate Commissioner Ahmedabad.

Sales Tax Act Jt. Commissioner of Commercial Taxes Ahmedabad.

Income Tax Act ITAT

Income Tax Act CIT (Appeal) - XIV Ahmedabad

Income Tax Act ITAT

Income Tax Act Jt. Commissioner of Income Tax, Circle - 8, Ahmedabad

Income Tax Act CIT (Appeal) - XIV Ahmedabad

(x) The Company has no accumulated losses as at 31st March 2010 and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(xi) According to the records of the company, and the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank during the financial year.

(xii) 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) In our opinion, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the company.

(xiv) According to the information and explanation given to us, as regards share trading activity, the company has maintained proper records of transactions and contracts in respect of trading in shares, debentures and other securities and timely entries have been made therein. The Shares, securities & other investments have been held by the company in its own name.

(xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) According to information and explanations given to us, in our opinion, the term loans have been applied for the purpose for which they were obtained/ raised.

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

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

(xix) The Company has not issued any debenture during the year.

(xx) The company has not raised any money by way of public issues during year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the company nor have we been informed of such case by the management.

For, PANKAJ K. SHAH ASSOCIATES

Firm Registration No. 107352W

CHARTERED ACCOUNTANTS

Place : Ahmedabad Pankaj K. Shah (Proprietor)

Date : 24.09.2010 M. No. : 34603

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