Auditor Report of Uni Abex Alloy Products Ltd.

Mar 31, 2018

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF UNI ABEX ALLOY PRODUCTS LIMITED

Report on the Financial Statements

1. We have audited the accompanying financial statements of Uni Abex Alloy Products Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other comprehensive Income), the cash Flow Statement and the Statement of changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. The company’s Board of Directors is responsible for the matters stated in Section 134(5) of the companies Act, 2013 (‘the Act’) with respect to the preparation of these financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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, 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.

5. 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 these financial statements are free from material misstatement.

6. 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 controls 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. 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.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these 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 fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

9. The comparative financial information for the year ended 31 March 2017 and the transition date opening balance sheet as at 1 April 2016 prepared in accordance with Ind AS included in these financial statements, are based on the previously issued statutory financial statements for the year ended 31 March 2017 and 31 March 2016 respectively prepared in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the companies (Accounts) Rules, 2014 (as amended) which were audited by the predecessor auditor whose reports dated 29 May 2017 and 30 May 2016 respectively expressed unmodified opinion on those financial statements, and have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have been audited by us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the companies (Auditor’s Report) order, 2016 (‘the order’) issued by the central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the order.

11. Further to our comments in Annexure I, 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 it appears from our examination of those books;

c) the financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with Ind AS specified under Section 133 of the Act;

e) on the basis of the written representations received from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March 2018 from being appointed as a Director in terms of Section 164(2) of the Act;

f) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date and our report dated 23 May 2018 as per Annexure II expressed an unmodified opinion;

g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in Note 42 to the financial statements, has disclosed the impact of pending litigations on its financial position;

ii. the company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there has been no delay in transferring amounts, required to be transferred, to the investor Education and protection Fund by the company; and

iv. The disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these financial statements. Hence, reporting under this clause is not applicable.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (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 under which fixed assets are verified in a phased manner 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. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (which are included under the head ‘property, plant and equipment’) are held in the name of the company.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLps) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.

(iv) In our opinion, the company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(v) In our opinion, the company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) we have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of company’s products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) 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 other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the statute	Nature of dues	Amount ('' in lakhs)	Amount paid under protest ('' in lakhs)	period to which the amount relates	Forum where dispute is pending
central Sales Tax Act, 1956	Sales Tax	150.69	22.63	1997-98, 19992000, 2001-02, 2003-04, 2011-12, 2012-13, 2013-14	commissioner of Sales Tax Appeals
central Sales Tax Act, 1956	Sales Tax	537.95	33.00	2004-05, 2010-11	Deputy commissioner of Sales Tax

central Excise Act, 1944	cenvat credit Disallowance	3.18	''	Various years	Deputy commissioner of central Excise
central Excise Act, 1944	cenvat credit Disallowance	124.02		Various years	commissioner of central Excise (Appeals)
central Excise Act, 1944	cenvat credit Disallowance	26.40		Various years	cESTAT

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The company did not have any outstanding debentures during the year.

(ix) The company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained, though idle/ surplus funds which were not required for immediate utilization have been invested in liquid investments, payable on demand.

(x) In our opinion no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) The company has not paid or provided for any managerial remuneration. Accordingly, the provisions of clause 3(xi) of the Order are not applicable.

(xii) In our opinion, the company is not a Nidhi company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

(xiv) During the year, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) I n our opinion, the company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Independent Auditor’s Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

1. In conjunction with our audit of the financial statements of Uni Abex Alloy Products Limited (‘the Company’) as at and for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting (‘IFcoFR’) of the company as at that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s Board of Directors is responsible for establishing and maintaining internal financial controls

based on the IFcoFR criteria established by the company, considering the essential components of internal controls stated in the Guidance Note on Audit of internal Financial control over Financial Reporting (‘the Guidance Note’), 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 the Company’s business, including adherence to the 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 Act.

Auditors’ Responsibility

3. our responsibility is to express an opinion on the company''s IFcoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the icAl and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of IFcoFR, and the Guidance Note 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 IFcoFR were 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 IFcoFR and their operating effectiveness. our audit of IFcoFR includes obtaining an understanding of IFcoFR, 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.

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 IFcoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A Company''s IFCoFR 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 IFcoFR include 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

7. Because of the inherent limitations of IFcoFR, 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 IFcoFR to future periods are subject to the risk that the IFcoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such controls were operating effectively as at 31 March 2018, based on the IFcoFR criteria established by the company considering the essential components of internal controls stated in the Guidance Note issued by the icAi.

For Walker Chandiok & Co LLP

chartered Accountants

Firm’s Registration No.: 001076N/N500013

per Khushroo B. Panthaky

place: Mumbai partner

Date: 23^rd May, 2018 Membership No. 42423

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Mar 31, 2017

Report on the Financial Statements

We have audited the accompanying financial statements of ‘Uni Abex Alloy Products Limited’ (‘the Company’), which comprise the Balance sheet as at 31^st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

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

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 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

i) in the case of the Balance sheet, of the state of affairs of the company as at 31^st March, 2017;

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

iii) in the case of 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, 2016 issued by the Central Government of India in terms of sub section (11) of Section 143 of the Act, we give in the ‘Annexure I’ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

(e) on the basis of the written representations received from the Directors as on 31^st March, 2017, taken on record by the Board of Directors, none of the Directors is disqualified as on 31^st March, 2017 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 ii’.

(g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the companies (Audit and Auditors) 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 28 to the financial statements).

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

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

iv. The Company has provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8^th November, 2016 to 30^th December, 2016 and these are in accordance with the books of accounts maintained by the company - Refer Note 46 to the financial statements.

ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF UNI ABEX ALLOY PRODUCTS LIMITED

Report on Companies (Auditor’s Report) Order, 2016, issued by the Central Government in terms of sub section (11) of Section 143 of the Companies Act, 2013 (‘the Act’)

As required by the Companies (Auditor’s Report) Order, 2016, issued by the Central Government in terms of sub section (11) of Section 143 of the Act, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that: -

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

(b) Physical verification of all fixed assets of the Company was done subsequent to the year end. We are informed that no material discrepancies were noticed of such verification. In our opinion, the frequency of verification carried out as per the program drawn by the Company is reasonable having regards to the size of the company and the nature of its business.

(c) The title deeds of immovable properties are held in the name of the company.

2. The stock of finished goods, raw materials, stores and spare parts have been physically verified by the management at reasonable intervals during the year. The discrepancies between the physical inventory and the book records noticed on physical verification were not material and have been properly dealt with in the books of account.

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered by clause (76) of Section 2 of the Act.

4. in respect of investments, the provisions of Section 186 of the Act have been complied with by the company. The company has not made any investments covered by Section 185 of the Act and has not granted any loans or provided any guarantee or security in connection with a loan to any party.

5. The company has not accepted any deposits from the public within the meaning of the provisions of Sections 73 to 76 or any other relevant provisions of the Act and Rules framed thereunder.

6. We have broadly reviewed the cost records maintained by the company pursuant to the Rules made by the central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act, and we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of such records.

7. a) According to the information and explanations given to us by the management and on the basis of examination of the books of accounts carried out by us, the company has been regular in depositing undisputed statutory dues including provident Fund, Employees’ State insurance, income-tax, Sales-tax, Service Tax, custom Duty, Excise Duty, Value Added Tax, cess and other statutory dues, as applicable, with the appropriate authorities. There were no undisputed arrears of statutory dues outstanding as at 31^st March, 2017 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us by management and the records of the company examined by us, there were no disputed dues in respect of income-tax, Sales-tax, Service Tax, custom Duty, Excise Duty, Value Added Tax and cess which have not been deposited as at 31^st March, 2017 other than those shown below:

Nature of dues	Period	Amount ( Rs.in lakhs )	Forum where dispute is pending
Sales Tax	F.Y. 1997-98, F.Y. 1999-00, F.Y. 2001-02, F.Y. 2003-04 to F.Y. 2005-06, F.Y. 2008-09 and F.Y. 2010-11	2,277.15	Dy. commissioner / Jt. commissioner of Sales Tax Appeals
Excise Duty	F.Y 2012-13, F.Y. 2014-15 and F.Y. 2015-16	20.47	Dy. commissioner of central Excise
Excise Duty	F.Y. 1995-96, F.Y. 1997-98, F.Y. 2002-03, F.Y. 2003-04, F.Y. 2005-06 to F.Y. 2014-15	104.86	commissioner of central Excise (Appeals)
Excise Duty	F.Y. 1995-96, F.Y. 1997-98, F.Y. 2002-2004, F.Y. 2008-09 to 2013-14.	143.14	custom, Excise, Service Tax Appellate Tribunal
income Tax	A.Y. 2010-11, A.Y. 2011-12, A.Y. 2012-13, A.Y. 2013-14	26.34	Assistant commissioner of income Tax, Mumbai

8. in our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks and financial institutions during the year. The Company has not issued any debentures.

9. The company has not made any public offer during the year. in our opinion, the term loans have been applied for the purpose for which they were raised.

10. 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 nor have we been informed of any instance of fraud by the Company or on the Company by its officers or employees during the year.

11. The company has not paid any managerial remuneration covered by section 197 of the Act during the year.

12. clause (xii) of the Order is not applicable to the company since the company is not a Nidhi company.

13. All the transactions with the related parties are in compliance with section 177 and 188 of the Act, where applicable and the details as required by the Accounting Standards have been disclosed in the Financial Statements.

14. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. The company has not entered into any non-cash transactions covered in section 192 of the Act with Directors or persons connected with him during the year.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Ford Rhodes parks & co. LLP

Chartered Accountants

Firm’s Registration No. 102860W / W100089

Shrikant Prabhu

Partner

Mumbai: 29^th May, 2017 Membership No.35296

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Mar 31, 2016

TO THE MEMBERS OF UNI ABEX ALLOY PRODUCTS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of ‘Uni Abex Alloy Products Limited’ (‘the Company’), which comprise the Balance Sheet as at 31^st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

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

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 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

i) in the case of the Balance sheet, of the state of affairs of the Company as at 31^st March, 2016;

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

iii) in the case of 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, 2016 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in the ‘Annexure I’ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

(e) on the basis of the written representations received from the Directors as on 31^st March, 2016, taken on record by the Board of Directors, none of the Directors is disqualified as on 31^st March, 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 II’.

(g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) 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 28 to the financial statements).

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

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

ANNEXUREI ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF UNI ABEX ALLOY PRODUCTS LIMITED

Report on Companies (Auditor’s Report) Order, 2016, issued by the Central Government in terms of sub section (11) of section 143 of the Companies Act, 2013 (‘the Act’)

As required by the Companies (Auditor’s Report) Order, 2016, issued by the Central Government in terms of sub section (11) of section 143 of the Act, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that: -

1. (a) The Company is in the process of updating its fixed asset records to show full particulars, including quantitative details and situation of its fixed assets.

(b) None of the fixed assets were physically verified by the management during the year. The Company has built up a program in which all the fixed assets will be verified in a phased manner in future periods. In our opinion, the frequency of verification as drawn up by this program is reasonable having regard to the size of the Company and the nature of its business.

(c) The title deeds of immovable properties are held in the name of the Company.

2. The stock of finished goods, raw materials, stores and spare parts have been physically verified by the management at reasonable intervals during the year. The discrepancies between the physical inventory and the book records noticed on physical verification were not material and have been properly dealt with in the books of accounts.

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered by clause (76) of Section 2 of the Act.

4. In respect of investments, the provisions of section 186 of the Act have been complied with by the Company. The Company has not made any investments covered by section 185 of the Act and has not granted any loans or provided any guarantee or security in connection with a loan to any party.

5. The Company has not accepted any deposits from the public within the meaning of the provisions of Sections 73 to 76 or any other relevant provisions of the Act and Rules framed there under.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Act, and we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of such records.

7. a) According to the information and explanations given to us by the management and on the basis of examination

of the books of accounts carried out by us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues, as applicable, with the appropriate authorities. There were no undisputed arrears of statutory dues outstanding as at 31st March, 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 by management and the records of the Company examined by us, there were no disputed dues in respect of Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax and Cess which have not been deposited as at 31^st March, 2016 other than those shown below:

Nature of dues	Period	Amount ( Rs. in lacs )	Forum where dispute is pending
Sales Tax	F.Y. 1997-98, F.Y. 1999-00, F.Y. 2001-02, F.Y. 2003-04 to F.Y. 2005-06, F.Y. 2008-09 and F.Y. 2010-11	2,277.15	Dy. Commissioner / Jt. Commissioner of Sales Tax Appeals
Excise Duty	F.Y 2012-13, F.Y. 2014-15 and F.Y. 2015-16	18.98	Dy. Commissioner of Central Excise
Excise Duty	F.Y. 1995-96, F.Y. 1997-98, F.Y. 2002-03, F.Y. 2003-04, F.Y. 2005-06 to F.Y. 2014-15	101.75	Commissioner of Central Excise (Appeals)
Excise Duty	F.Y. 1995-96, F.Y. 1997-98, F.Y. 2002-2004, F.Y. 2008-09 to 2013-14.	127.36	Custom, Excise, Service Tax Appellate Tribunal
Income Tax	A.Y. 2010-11, A.Y. 2011-12, A.Y. 2012-13, A.Y. 2013-14	26.34	Assistant Commissioner of Income Tax, Mumbai

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

9. The Company has not made any public offer during the year. In our opinion, the term loans have been applied for the purpose for which they were raised.

10. 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 nor have we been informed of any instance of fraud by the Company or on the Company by its officers or employees during the year.

11. The Company has not paid any managerial remuneration covered by section 197 of the Act during the year.

12. Clause (xii) of the Order is not applicable to the Company since the Company is not a Nidhi Company.

13. All the transactions with the related parties are in compliance with Section 177 and 188 of the Act, where applicable and the details as required by the Accounting Standards have been disclosed in the Financial Statements.

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. The Company has not entered into any non-cash transactions covered in Section 192 of the Act with Directors or persons connected with him during the year.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

ANNEXURE II ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF UNI ABEX ALLOY PRODUCTS LIMITED

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 ‘Uni Abex Alloy Products Limited’ (‘the Company’) as of 31^st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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 Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. 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, to the extent applicable to an audit of internal financial controls, 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 31^stMarch 2016, 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 Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Ford Rhodes Parks & Co. LLP

Chartered Accountants

Firm’s Registration No. 102860W / W100089

Shrikant Prabhu

Partner

Mumbai: 30^th May, 2016 Membership No.35296

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Mar 31, 2015

We have audited the accompanying financial statements of 'Uni Abex Alloy Products Limited' ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year 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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the companies (accounts) Rules, 2014. this responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

We have taken into account the provisions of the act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the act and the rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 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 the company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in india, of the state of affairs of the company as at 31st March, 2015 and its loss and its cash 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 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, to the extent applicable.

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

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

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

c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with the Accounting Standards 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 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of section 164(2) of the act; and

f) with respect to the other matters to be included in the auditor's report in accordance with rule 11 of the companies (audit and auditors) rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements (Refer Note 29 to the financial statements).

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

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

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE To the Members of Uni Abex Alloy Products Limited (Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements)

As required by the Companies (Auditor's Report) Order, 2015, issued by the Central Government in terms of sub section (11) of section 143 of the act, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that: -

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

(b) The fixed assets were physically verified by the management during the year as per the program under which all the fixed assets of the Company are verified in a phased manner. We are informed that no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its business.

2 (a) The stock of finished goods, raw materials, stores and spare parts have been physically verified by the management at reasonable intervals during the year.

(b) 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 the nature of its business.

(c) the company has maintained proper records of inventory. the discrepancies between the physical inventory and the book records noticed on physical verification were not material and have been properly dealt with in the books of accounts.

3 The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the act.

4. in our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have neither been informed nor have we observed any continuing failure to correct major weaknesses in internal control system.

5. the company has not accepted any deposits from the public within the meaning of the provisions of sections 73 to 76 or any other relevant provisions of the act and rules framed thereunder.

6. we have broadly reviewed the cost records maintained by the company pursuant to the rules made by the central Government for the maintenance of cost records under sub-section (1) of section 148 of the act, and we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However we have not carried out a detailed examination of such records.

7. (a) according to the information and explanations given to us by the management and on the basis of examination of the books of accounts carried out by us, the company has been generally regular in depositing undisputed statutory dues including provident Fund, Employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, custom Duty, Excise Duty, Value added tax, cess and other statutory dues, as applicable, with the appropriate authorities. there were no undisputed arrears of statutory dues outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us by the management and the records of the Company examined by us, there were no disputed dues in respect of income Tax, sales Tax, wealth Tax, service tax, customs Duty, Excise Duty, value added tax and cess which have not been deposited as on 31st March, 2015 except as stated below:

Nature of Dues period amount (Rs. in lacs)

1. sales tax F.Y. 1997-98, 2287.55

F.Y.1999-00 to 2001-02,

F.Y 2003-04 to 2005-06,

F.Y 2008-09 and

F.Y. 2010-11

2. excise Duty F.Y.1995-96, 267.86

F.Y.1997-98,

F.Y.2002-03 to 2003-04,

F.Y.2005-06 to 2013-14

3. excise Duty F.Y. 2001-02, 95.79

F.Y. 2003-04 to 2012-13

Nature of Dues Forum where dispute is pending

Sales tax Dy. commissioner / Jt. commissioner of sales tax appeals

Excise Duty Dy. commissioner of central excise

Excise Duty customs, excise, service tax appellate tribunal

(c) according to the information and explanations given to us, there were no amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the act and the Rules made thereunder.

8. the company does not have any accumulated losses as at 31st March, 2015. it has incurred cash loss in the financial year ended on that date but has not incurred cash loss in the immediately preceding financial year.

9. in our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks and financial institutions during the year. The Company has not issued any debentures.

10. according to the information given to us and as per the records examined by us, the company has not given any guarantee for the loans taken by others from banks or other financial institutions.

11. in our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

12. according to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

For Ford, rhodes, Parks & Co. chartered accountants Firm's registration No. 102860W

Shrikant Prabhu Partner Place: Mumbai Membership No. 35296 Date: 29th May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Uni Abex Alloy Products Limited ("the Company"), which comprise the Balance sheet as at 31st March, 2014, the statement of profit and Loss and cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statement

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the 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 purposes of our audit;

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

c. The Balance sheet, the 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 Balance sheet, the statement of profit and Loss, and cash Flow statement comply with the Accounting standards referred to in section 211(3c) of the Act;

e. On the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of section 274(1)(g) of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Paragraph 1 under ''Report on Other Legal and Regulatory Requirements'')

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government in terms of Section 227 (4a) of the companies Act, 1956 (the Act), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that: -

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

(b) The fixed assets of the company have been physically verified by the management during the year as per the programme for physical verification of fixed assets. in our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

(c) During the year, the company has not disposed off a substantial part of fixed assets so as to affect the going concern status of the company.

2. (a) The stock of finished goods, raw materials, stores and spare parts have been physically verified by the management at reasonable intervals 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 of the company and the nature of its business.

(c) The company has maintained proper records of inventory and the discrepancies between the physical inventory and the book records noticed on physical verification were not material and have been properly dealt with in the books of accounts.

3. The company has not granted or taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under section 301 of the Act.

4. in our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have neither been informed nor have we observed any continuing failure to correct major weaknesses in internal control system.

5. a) On the basis of our examination of the books of account and based on the information and explanations provided by the management, we are of the opinion that the particulars of contract and arrangements that need to be entered into the register in pursuance of section 301 of the Act have been so entered in the said register.

b) in our opinion and according to the information and explanation given to us, the aforesaid transactions in pursuance of contracts and arrangements aggregating in value during the year to more than five lakhs rupees in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices.

6. The company has not accepted any deposits from the public within the meaning of the provisions of sections 58A, 58AA or any relevant provisions of the Act.

7. The company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

8. The central Government has prescribed maintenance of cost records under section 209 (1) (d) of the companies Act, 1956, in respect of the products manufactured by the company. We have broadly reviewed the books of account maintained by the company and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

9. a) According to the information and explanations given to us by management and on the basis of the examination of the books of account carried out by us, the company has been generally regular in depositing undisputed statutory dues including provident Fund, investor Education and protection Fund, Employees'' state insurance, income-tax, sales-tax, wealth Tax, service Tax, customs Duty, Excise Duty, cess and other statutory dues, wherever applicable, with the appropriate authorities. There were no undisputed arrears of statutory dues 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 by the management and the records of the Company examined by us, there were no disputed dues in respect of sales Tax, income Tax, customs Duty, wealth Tax, service Tax, Excise Duty and cess which have not been deposited as on 31st March, 2014 except as stated below:

Nature of period Amount dues (Rs. in Lacs)

1.Sales Tax (F.Y.1997-98, F.Y. 1999-00, 524.10 F.Y.2001-02 to 2004-05)

2.Excise Duty (F.Y.1995-96, 1997-98 233.84 F.Y.2002-03 to 2003-04, F.Y.2005-06 to 2011-12)

3.Excise Duty (F.Y. 2001-02, F.Y. 2003-04 21.02 to 2009-10)

Nature of Forum where dispute is pending dues

1.Sales Tax Dy. commissioner / Jt. commisioner of Sales Tax Appeals

2.Excise Duty Dy. commissioner of central Excise

3.Excise Duty customs, Excise, Service Tax Appellate Tribunal

10. The company does not have any accumulated loses as at 31st March, 2014, nor has it incurred any cash loss during the financial year ended on that date and in the immediately preceding financial year

11. The company has not defaulted in repayment of dues to the bank during the year. The company did not have any dues payable to financial institutions or to debenture holders during the year.

12. As per the books and records of the company examined by us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. clause (xiii) of the order is not applicable, as the company is not a chit fund company or nidhi / mutual benefit fund / society.

14. The company has not dealt or traded in shares, securities, debentures or other investments during the year.

15. According to the information given to us and as per the records examined by us, the company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. in our opinion, and according to the information and explanations given to us, the term loan have been applied, on an overall basis, for the purposes for which they were obtained

17. According to the information and explanations given to us and on 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 investment.

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

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

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

21. According to the information and explanations given to us by the management and on the basis 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 nor have we been informed of any instance of material fraud on or by the company, either noticed or reported during the year, nor have we been informed of any such case by the management.

For Ford, Rhodes, parks & co. chartered accountants Firm''s Registration No. 102860w

shrikant Prabhu Place : Mumbai Partner Mumbai, 30th May, 2014. Membership No.35296

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Uni Abex Alloy Products Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statement

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

Auditors Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the 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 purposes of our audit.

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

c. The Balance Sheet, the 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 Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

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

ANNEXURE TO THE AUDITORSCREPORT

As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 (the Act), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that: -

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

(b) The fixed assets of the Company have not been physically verified by the management during the year but the Company has a programme for physical verification of fixed assets. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its business.

(c) During the year, the Company has not disposed off a substantial part of fixed assets so as to affect the going concern status of the Company.

2. (a) The stocks of finished goods, raw materials, stores and spare parts have been physically verified by the management at reasonable intervals 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 of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory and the discrepancies between the physical inventory and the book records noticed on physical verification were not material and have been properly dealt with in the books of account.

3. The Company has not granted or taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have neither been informed nor have we observed any continuing failure to correct major weaknesses in internal control system.

5. a) On the basis of our examination of the books of account and based on the information and explanations provided by the management, we are of the opinion that the particulars of contracts and arrangements that need to be entered into the register in pursuance of Section 301 of the Act have been so entered in the said register.

b) In our opinion and according to the information and explanation given to us, the aforesaid transactions in pursuance of contracts and arrangements aggregating in value during the year to more than five lakhs rupees in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices.

6. The Company has not accepted any deposits from the public within the meaning of the provisions of Sections 58A, 58AA or any other relevant provisions of the Act.

7. The Company has an internal audit system, which in our opinion is commensurate with its size and nature of its business.

8. The Central Government has prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the products manufactured by the Company. We have broadly reviewed the books of account maintained by the Company and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

9. a) According to the information and explanations given to us by management and on the basis of the examination of the books of account carried out by us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, EmployeesDState Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and the statutory dues wherever applicable with the appropriate authorities. There were no undisputed arrears of statutory dues outstanding as at 31st March, 2013, for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us by management and the records of the Company examined by us, there were no disputed dues in respect of Sales-tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited as on 31st March, 2013 except as stated below :

Nature of Period Amount Forum where dispute is pending dues (Rs. In Lacs)

1. Sales Tax (F.Y.1997-98, F.Y. 1999-00, 403.51 Dy. Commissioner / Jt. F.Y.2001-02 to 2004-05) Commisioner of Sales Tax Appeals

2. Excise Duty (F.Y.1995-96, 1997-98 57.23 Dy. Commissioner of F.Y.2002-03 to 2003-04, Central Excise F.Y.2005-06 to 2011-12)

3. Excise Duty (F.Y. 2001-02, F.Y. 2003-04 22.34 Customs, Excise, Service Tax to 2009-10) Appellate Tribunal

4. Income Tax (A.Y. 2006-07) 1.69 Commissioner of Income Tax (Appeals)

10. The Company does not have any accumulated losses as at 31st March, 2013, nor has it incurred any cash loss during the financial year ended on that date and in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to the banks during the year. The Company did not have any dues payable to financial institutions or to debenture holders during the year.

12. As per the books and records of the Company examined by us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year.

15. According to the information given to us and as per the records examined by us, the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. In our opinion, and according to the information and explanations given to us, the term loan have been applied, on an overall basis, for the purposes for which they were obtained.

17. According to the information and explanations given to us and on 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 investment.

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

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

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

21. According to the information and explanations given to us by the management and on the basis 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 nor have we been informed of any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of any such case by the management.

For Ford, Rhodes, Parks & Co.

Chartered Accountants

Firm''s Registration No. 102860W

S.B. Prabhu

Partner

Mumbai, 30th May, 2013. Membership No.35296

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Uni Abex Alloy Products Limited as at 31st March, 2012, together with the Statement of Profit and Loss of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that of the company date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments referred to in paragraph (3) above, we report that:

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

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

c) The Balance Sheet, Statement of Profit and Loss 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 dealt with by this report are in compliance with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 st March, 2012 from being appointed as a director in terms of Section 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 accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

iii) in the case of cash flow statement, of the cash flows for the year ended on that date.

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 (the Act), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that: -

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

(b) The fixed assets of the Company have been physically verified by the management during the year as per the programme of verification drawn up which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. We are informed that no material discrepancies were noticed on such verification as compared to book records.

(c) During the year, the Company has not disposed off a substantial part of fixed assets so as to affect the going concern status of the Company.

2. (a) The stocks of finished goods, raw materials, stores and spare parts have been physically verified by the management at reasonable intervals 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 of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory and the discrepancies between the physical inventory and the book records noticed on physical verification were not material and have been properly dealt with in the books of account.

3. The Company has not granted or taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have neither been informed nor have we observed any continuing failure to correct major weaknesses in internal control system.

5. a) On the basis of our examination of the books of account and based on the information and explanations provided by the management, we are of the opinion that the particulars of contracts and arrangements that need to be entered into the register in pursuance of Section 301 of the Act have been so entered in the said register.

b) In our opinion and according to the information and explanation given to us, the aforesaid transactions in pursuance of contracts and arrangements aggregating in value during the year to more than five lakhs rupees in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices.

6. The Company has not accepted any deposits from the public within the meaning of the provisions of Sections 58A, 58AA or any other relevant provisions of the Act.

7. The Company has an internal audit system, which in our opinion is commensurate with its size and nature of its business.

8. The Central Government has prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 in respect of the products manufactured by the Company. We have broadly reviewed the books of account maintained by the Company and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

9. a) According to the information and explanations given to us by management and on the basis of the examination of the books of account carried out by us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and the statutory dues with the appropriate authorities. There were no undisputed arrears of statutory dues 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 by management and the records of the Company examined by us, there were no disputed dues in respect of Sales-tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited as on 31st March, 2012 except as stated below :

Nature of Period Amount Forum where dispute is pending dues (Rs In Lacs)

1. Sales Tax (F.Y. 1997-98, to 1999-00, 283.11 Dy. Commissioner / Jt. F.Y.2001-02 to 2004-05) Commisioner of Sales Tax Appeals

2. Excise Duty (F.Y. 1995-96, 1997-98 29.81 Dy. Commissioner of F.Y.2002-03 to 2003-04, Central Excise F.Y.2005-06 to 2011-12)

3. Excise Duty (F.Y. 2001-02, F.Y. 2003-04 19.18 Customs, Excise, Service Tax to 2009-10) Appellate Tribunal

4. Income Tax (A.Y.2005-06,2006-07) 16.13 Commissioner of Income Tax(Appeals)

10. The Company does not have any accumulated losses as at 31st March, 2012, nor has it incurred any cash loss during the financial year ended on that date and in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to the banks during the year. The Company did not have any dues payable to financial institutions or to debenture holders during the year.

12. As per the books and records of the Company examined by us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year.

15. According to the information given to us and as per the records examined by us, the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. The Company has not taken or applied any term loan during the year.

17. According to the information and explanations given to us and on 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 investment.

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

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

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

21. 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, either noticed or reported during the year, nor have we been informed of any such case by the management.



For Ford, Rhodes, Parks & Co.

Chartered Accountants

Firm's Registration No. 102860W

S.B. Prabhu

Partner

Mumbai, 29th May, 2012 Membership No.35296

---

Mar 31, 2011

1. We have audited the attached Balance sheet of Uni Abex alloy products limited as at 31st March, 2011, together with the profit and loss account of the company for the year ended on that date annexed thereto and the cash Flow statement for the year ended on that date. these financial statements are the responsibility of the company’s management. our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the companies (Auditor’s report) order, 2003, issued by the company law Board in terms of section 227 (4a) of the companies act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments referred to in paragraph (3) above, we report that:

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

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

c) The Balance sheet and the profit and loss account dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance sheet and the profit and loss account dealt with by this report are in compliance with the accounting standards referred to in section 211 (3c) of the companies act, 1956;

e) on the basis of the written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of section 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 accounts read with the notes thereon, give the information required by the companies act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance sheet, of the state of affairs of the company as at 31st March, 2011;

ii) In the case of the profit and loss account, 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.

ANNEXURE TO THE AUDITORS’ REPORT OF EVEN DATE TO THE SHAREHOLDERS OF UNI ABEX ALLOY PRODUCTS LIMITED

(Referred to in paragraph 3 there of)

As required by the companies (auditor’s report) order, 2003, issued by the central Government in terms of section 227 (4a) of the companies act, 1956 (the act), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that: -

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

(b) The fixed assets of the company have been physically verified by the management during the year as per the programme of verification drawn up which in our opinion is reasonable having regard to the size of the company and the nature of its assets. We are informed that no material discrepancies were noticed on such verification as compared to book records.

(c) During the year, the company has not disposed off a substantial part of fixed assets so as to affect the going concern status of the company.

2. (a) The stocks of finished goods, raw materials, stores and spare parts have been physically verified by the management at reasonable intervals 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 of the company and the nature of its business

(c) The company has maintained proper records of inventory and the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in paragraph 2 (a) above were not material and have been properly dealt with in the books of account.

3. The company has not granted or taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have neither been informed nor have we observed any continuing failure to correct major weaknesses in internal control system.

5. a) on the basis of our examination of the books of account and based on the information and explanations provided by the management, we are of the opinion that the particulars of contracts and arrangements that need to be entered into the register in pursuance of section 301 of the act have been so entered in the said register.

b)In our opinion and according to the information and explanation given to us, the aforesaid transactions in pursuance of contracts and arrangements aggregating in value during the year to more than five lakhs rupees in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices.

6. The company has not accepted any deposits from the public within the meaning of the provisions of sections 58a, 58aa or any other relevant provisions of the act.

7. The company has an internal audit system, which in our opinion is commensurate with its size and nature of its business.

8. The central Government has not prescribed maintenance of cost records under section 209(1)(d) of the act for any of the products of the company.

9. a) According to the information and explanations given to us by management and on the basis of the examination of the books of account carried out by us, the company has been regular in depositing undisputed statutory dues including provident Fund, investor education and protection Fund, Employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, custom Duty, excise Duty, cess and the statutory dues with the appropriate authorities. there were no undisputed arrears of statutory dues 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 by management and the records of the company examined by us, there were no disputed dues in respect of sales-tax, income tax, custom Duty, wealth tax, service tax, excise Duty and cess which have not been deposited as on 31st March, 2011 except as stated below :

Sl Nature of Period Amount Forum where dispute dues (Rs. is pending in lacs) 1. Sales Tax (F.Y.2000-01, 16.96 Dy. commissioner / Jt. 2003-04) Commisioner of sales tax

2. Excise Duty (F.y.1995-96, 1997-98 26.64 Dy. commissioner of 2004-05 to 2009-10) central excise

3. Excise Duty (F.Y.2002-03 to 2004-05) 7.16 Customs, excise, Servicetax Appellate tribunal

4. Income Tax (A.Y.2005-06, 2006-07) 16.13 Commissioner of Income Tax Appeals)

10. The company does not have any accumulated losses as at 31st March, 2011, nor has it incurred any cash loss during the financial year ended on that date and in the immediately preceding financial year.

11. The company has not defaulted in repayment of dues to the banks during the year. the company did not have any dues payable to financial institutions or to debenture holders during the year.

12. As per the books and records of the company examined by us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The company has not dealt or traded in shares, securities, debentures or other investments during the year.

15. According to the information given to us and as per the records examined by us, the company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. On the basis of our review of utilisation of funds pertaining to term loans on overall basis and related information and explanations as made available to us, the terms loans taken by the company have been applied for the purposes for which they were obtained.

17. According to the information and explanations given to us and on 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 investment.

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

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

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

21. 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, either noticed or reported during the year, nor have we been informed of any such case by the management.

For Ford, Rhodes, parks & Co. Chartered accountants Firm’s Registration No. 102860W

S.B. Prabhu Partner Membership No.35296

Mumbai, 28th June, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Uni Abex Alloy Products Limited as at March 31, 2010, together with the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments referred to in paragraph (3) above, we report that:

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

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

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

d) In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report are in compliance with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of Section 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 accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

ii) in the case of the Profit and Loss Account, 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.

ANNEXURE TO THE AUDITORS REPORT OF EVEN DATE TO THE

SHAREHOLDERS OF UNI ABEX ALLOY PRODUCTS LIMITED

(Referred to in paragraph 3 thereof)

As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 (the Act), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that: -

1. (a) The Company has maintained records showing full particulars, including quantitative details and

situation of its fixed assets.

(b) The fixed assets of the Company have been physically verified by the management during the year as per the programme of verification drawn up which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. We are informed that there were no material discrepancies noticed on such verification as compared to book records.

(c) During the year, the Company has not disposed off a substantial part of fixed assets so as to affect the going concern status of the Company.

2. (a) The stocks of finished goods, raw materials, stores and spare parts have been physically verified by the management at reasonable intervals 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 of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory and the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in paragraph 2 (a) above were not material and have been properly dealt with in the books of account.

3. The Company has not granted or taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course or our audit, we have neither been informed nor have we observed any continuing failure to correct major weaknesses in internal control system.

5. a) On the basis of our examination of the books of account and based on the information and explanations provided by the management, we are of the opinion that the particulars of contracts and arrangements that need to be entered into the register in pursuance of Section 301 of the Act have been so entered in the said register.

b) In our opinion and according to the information and explanation given to us, the aforesaid transactions in pursuance of contracts and arrangements aggregating in value during the year to more than five lakhs rupees in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices.

6. The Company has not accepted any deposits from the public within the meaning of the provisions of Sections 58A, 58AA or any other relevant provisions of the Act.

7. The Company has an internal audit system, which in our opinion is commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Act for any of the products of the Company.

9. a) According to the information and explanations given to us by management and on the basis of the examination of the books of account carried out by us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise

Duty, Cess and the statutory dues with the appropriate authorities. There were no undisputed arrears of statutory dues outstanding as at 31 st 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 by management and the records of the Company examined by us, there were no disputed dues in respect of Sales-tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited as on 31st March, 2010 except as stated below :

Nature of Period to which the Amount dues Pending amount relates (In Lacs)

1. Sales Tax (F.Y. 1995-96 to Rs.91.09 2001-02)

2. Excise Duty (F.Y. 1995-96, 1997-98 & Rs. 112.80 2004-05 to 2009-10)

3. Excise Duty (F.Y. 2002-03 to 2004-05) Rs. 2.39

4. Income Tax (F.Y.2005-06) Rs. 1.69



Nature of dues Forum where dispute is pending pending

Sales Tax Dy. Commissioner / Jt. Commisioner of Sales Tax

Excise Duty Deputy Commissioner of Central Excise

Excise Duty Customs, Excise, Service Tax Appellate Tribunal

Income Tax Commissioner of Income Tax Appeals

10. The Company does not have any accumulated losses as at 31st March, 2010, nor has it incurred any cash loss during the financial year ended on that date and in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to the banks during the year. The Company did not have any dues payable to financial institutions or to debenture holders during the year.

12. As per the books and records of the Company examined by us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year.

15. According to the information given to us and as per the records examined by us, the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. On the basis of our review of utilisation of funds pertaining to term loans on overall basis and related information and explanations as made available to us, the term loans taken by the Company have been applied for the purposes for which they were obtained.

17. According to the information and explanations given to us and on 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 investment.

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

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

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

21. 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, either noticed or reported during the year, nor have we been informed of any such case by the management.

For Ford, Rhodes, Parks & Co. Chartered Accountants

Firms Registration No.: 102860W

S.B. Prabhu

Partner

Mumbai, 28th May, 2010 Membership No.35296