Auditor Report of Ankit Metal & Power Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matter stated in Section 134(5) of the Companies Act, 2013 (" the Act") with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance 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 provision 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 Standalone Financial Statements based on our audit.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 on the Standalone Financial Statements.

Opinion

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

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

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

(c) In the case of Cash Flow statement, of the Cash Flows of the Company for the year ended on that date.

Emphasis of Matter

Without qualifying we draw your attention to Note No. 28 of the Standalone Financial Statements, relating to CDR Package. The CDR Package of the Company has been sanctioned vide LOA dated 17th September, 2014. Pursuant to the said LOA, implementation of the CDR policy is completed and the effect has been given in these accounts w.r.t the CDR scheme as per the said LOA. The said accounts are subject to confirmation and reconciliation with the lenders. The reported financials would have consequential impact once the reconciliation is completed, the quantum where of remains unascertained

Report on Other Legal and Regulatory Requirements

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

2. As required by section 143(3) of the Act, we report, to the extent applicable that:

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

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

c. The Balance Sheet, 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 Standalone Financial Statements comply with the Accounting Standards specified under section 133 of the Companies Act, 2013; read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of section 164(2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on the financial position in the Financial Statements - Refer Note No. 29 (c) to (g) to its Financial Statements.

ii. The Company has no material foreseeable losses for which the provision under the applicable law or accounting standards needs to be made.

iii. During the year Company has transferred to Investor Education and Protection Fund Rs. 0.24 Lacs pertaining to share application money for the year 2007.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

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

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

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

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

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

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

(iii) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Therefore the provisions of the clause iii (a) & (b) of the said order are not applicable to the Company.

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

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

(vi) We have broadly reviewed the books of account maintained by the Company in respect of manufacture of Iron & Steel product & Power generation unit pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013, and we are of the opinion that prima facie, the records have been maintained. We have however not made a detailed examination for the records with a view to determining whether they are accurate and complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Income tax, sales tax, Wealth Tax, Service Tax, duty of customs, value added tax, cess and other statutory dues during the year with appropriate authorities except service tax.

According to the information's and explanations given to us, no undisputed amount payable in respect of Provident fund, Income tax, sales tax, Wealth Tax, duty of customs, value added tax, cess and other statutory dues were in arrears as at 31st March, 2015 for a period of 6 months from the date they became payable except

Service Tax & Income tax deducted at source Rs. 58.91 lacs & Rs. 16.80 Lacs respectively.

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

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

21.11 A.Y. 2006-2007 (Already paid under protest Rs.

16.11)

217.90 A.Y 2008-09

Income Tax Act, 1961 Income Tax 25.28 A.Y 2009-2010

(Petition filed u/s 154)

6692.78 A.Y 2012-13



222.89 FY 2005-2006

917.91 F.Y. 2006-2007

358.16 F.Y. 2007-2008 W.B.VAT Act, 2003 Sales Tax

92.94 F.Y. 2008-2009

87.95 F.Y. 2008-2009

1946.82 F.Y. 2008-09

37.28 F.Y 2009-2010 W.B.VAT Act, 2003 Sales Tax

446.29 F.Y 2011-2012

The finance Act, Service Tax 5.00 A.Y. 2007-08 1944

36.66 September' 2007- January' 2008

14.95 A.Y. 2012-13 (15.00

paid as duty under protest)

5.15 2011 - 2012 (5.00 paid as duty under protest)

The Central Excise Excise Duty 4.32 July' 2007- Act, 1944 October' 2007

37.46 2006 - 2007

(30.00 2007 - 2008 paid as 2008 - 2009 duty under protest)

75.51 2008 - 2009

2009 - 2010

132.60 2008 - 2009

2009 - 2010

73.05 Aug'2009 to

Name of the Forum where the dispute is pending Statute

Commissioner of Income Tax (Appeals)-I, Kolkata.

High Court

Income Tax Act, 1961 Deputy Commissioner/Additional

Commissioner of Income Tax- Circle-3 Kolkata.

Deputy Commissioner/Additional

Commissioner of Income Tax- Circle 3 Kolkata

Sr. Joint Commissioner of Commercial Taxes, Dharmtala Circle.

Sr. Joint Commissioner of Commercial Taxes, Dharmtala Circle.

Sr. Joint Commissioner of Commercial W.B.VAT Act, 2003 Taxes, Dharmtala Circle.

Sr.J oint Commissioner of Commercial Taxes, Dharmtala Circle.

Joint Commissioner of Commercial Taxes, Durgapur Circle

Sr. Joint Commissioner of Commercial Taxes, Dharmtala Circle.

Sr. Joint Commissioner of Commercial W.B.VAT Act, 2003 Taxes, Dharmtala Circle.

Sr. Joint Commissioner of Commercial Taxes, Dharmtala Circle.

The finance Act, Commissioner Appeal IV 1944

Joint Commissioner, Central Excise, Bolpur Commissionerate

Directorate General of Central Excise Intelligence, Kolkata

Commissioner of Central Excise- Bolpur

The Central Excise Additional Commissioner, of Central Act, 1944 Excise, & Service Tax, Durgapur

Joint Commissioner, Central Excise,

Bolpur Commissionerate

Joint Commissioner, Central Excise,

Bolpur Commissionerate

Joint Commissioner, Central Excise,

Bolpur Commissionerate

Joint Commissioner, Central Excise,

(c) During the year Company has transferred to Investor Education and Protection Fund Rs. 0.24 Lacs pertaining to share application money for the year 2007.

(viii) The Company does not have accumulated losses at the end of the financial year but has incurred cash losses amounting to Rs. 11,962.29 Lacs during the financial year ended 31.03.2015 and Rs. 4,684.58 Lacs in the immediately preceding financial year.

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

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

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

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

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

Manoj Kumar Sethia Place: Kolkata Partner Date : 31.05.2015 Membership No. 064308

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Mar 31, 2014

We have audited the accompanying fi nancial statements of ANKIT METAL & POWER LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and Cash fl ow statement for the year ended on that date, and a summary of signifi cant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the Accounting Standards notifi ed under the Companies Act, 1956 (the "Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Aff airs in respect of section 133 of the Companies Act, 2013 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 fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

1. Our responsibility is to express an opinion on these fi nancial 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 fi nancial statements are free from material misstatement.

2. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fi nancial 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 fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the eff ectiveness 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.

3. We believe that the audit evidence we have obtained is suffi cient 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 said accounts give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of Balance Sheet, of the state of aff airs of the Company as at March 31, 2014;

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

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

Emphasis of Matter

Without qualifying our conclusions we draw attention to Note 4 (terms of Long-Term Borrowings Point i(e) to the statement, the Company is currently facing cash fl ow shortages, which have resulted in defaults in repayment of dues to the banks. The Company has approached to the Lenders for restructuring of debts under Corporate Debt Restructuring ("CDR") route. The Proposal is under process and therefore no adjustments have been made to the carrying values or classifi cation of assets and liabilities.

Report on Other Legal and Regulatory Requirements

1. As required by ''the Companies (Auditor''s Report) Order, 2003, as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'' issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"),we give in the Annexure, a statement on the matters specifi ed in paragraphs 4 and 5 of the Order.

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

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

ii. 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;

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

iv. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards notifi ed under the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Aff airs in respect of Section 133 of the Companies Act, 2013;

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

Annexure to the Independent Auditors'' Report

The Annexure referred to in paragraph 1 under the heading of "Report on otherLegal and Regulatory Requirements" of even date to the members of Ankit Metal &Power Limited on the accounts of the Company for the year ended 31st March 2014. On the basis of such checks as we considered appropriate and accordingly to the information and explanations given to us during the course of our audit, we report that :

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

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

(c) During the year, the Company has not disposed off substantial part of Fixed Assets which would aff ect its going concern status.

(ii) (a) As explained to us, the stocks of fi nished goods and work-in-progress have been physically verifi ed by the management as at the end of the fi nancial year and for stocks of raw materials, for which there is a perpetual inventory system, a substantial portion of stocks has been verifi ed during the year. In our opinion, the frequency of verifi cation is reasonable.

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

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

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, fi rms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of Clause 4(iii) (b), (c) and (d) of the said Order are not applicable to the Company.

(b) The Company has taken unsecured loans from companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 450 lacs and the year-end balance of loans taken from such companies was Nil.

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

(v) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to under section 301 of the Companies Act 1956 have been entered into a register that is required to be maintained under that section.

(vi) The Company has not accepted any deposits from the public and consequently, the directives issued by Reserve Bank of India and provisions of Section 58A and Section 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

(vii) In our opinion, the Company has an Internal Audit System commensurate with its size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of manufacture of Iron & Steel product & Power Generation Unit pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956, and we are of the opinion that prima facie, the records have

Annexure to the Independent Auditors'' Report

been maintained. We have not however made a detailed examination for the records with a view to determining whether they are accurate and complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has generally been regular in depositing undisputed statutory dues including, Income Tax, and other statutory dues during the year with appropriate authorities.

(b) According to information and explanations given to us, no undisputed amounts payable in respect of Income Tax, etc were in arrears, as at 31.03.2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of Sales Tax, Custom Duty, Wealth Tax, Excise Duty and Cess which have not been deposited as on 31st March, 2014 with the appropriate authorities on account of any dispute except the following cases which are as follows :

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

Income Tax Act, Income Tax 21.11 A.Y. 2006-2007 1961 (Already paid under protest Rs. 16.11)

Income Tax Act, Income Tax 25.28 A.Y. 2009-2010 1961 (Petition filed u/s 154)

W.B.VAT Act, 2003 Sales Tax 222.89 F.Y. 2005-2006

W.B.VAT Act, 2003 Sales Tax 917.91 F.Y. 2006-2007

W.B.VAT Act,2003 Sales Tax 358.16 F.Y. 2007-2008

W.B.VAT Act,2003 Sales Tax 92.94 F.Y. 2007-2008

W.B.VAT Act, 2003 Sales Tax 87.95 F.Y. 2007-2008

W.B.VAT Act, 2003 Sales Tax 37.28 F.Y 2009-2010

The Central Excise Excise Duty 36.66 September-2007- Act, 1944 January''2008

The Finance Act, Service Tax 5.00 A.Y. 2007-2008 1994_

The Central Excise Excise Duty 14.95 A.Y. 2012-2013 Act, 1944 (15.00 paid as duty under protest)

The Central Excise Excise Duty 5.15 A.Y. 2012-2013 Act, 1944 (5.00 paid as duty under protest)

The Central Excise Excise Duty 4.32 July 2007- Act, 1944 October''2007_



Name of the Forum where the dispute is pending Statute

Income Tax Act, 1961 Commissioner of Income Tax (Appeals)-I, Kolkata.

Income Tax Act, 1961 Deputy Commissioner /Additional commissioner of Income Tax- Circle-3 Kolkata.

W.B.VAT Act, 2003 Sr. Joint Commissioner of Commercial taxes, Dharmtala Circle.

W.B.VAT Act, 2003 Sr. Joint Commissioner of Commercial taxes, Dharmtala Circle._

W.B.VAT Act, 2003 Sr. Joint Commissioner of Commercial taxes, Dharmtala Circle._

W.B.VAT Act, 2003 Sr.J oint Commissioner of Commercial taxes, Purulia

W.B.VAT Act, 2003 Joint Commissioner of Commercial taxes, Durgapur Circle

W.B.VAT Act, 2003 Sr. Joint Commissioner of Commercial taxes, DH Circle, Kolkata_

The Central Excise Act, Joint Commissioner, Central Excise, 1944 BolpurCommissionerate_

The Finance Act, 1444 Commissioner Appeal IV

The Central Excise Act, Directorate General of Central Excise 1944 Intelligence, Kolkata

The Central Excise Act, Commissioner of Central Excise- Bolpur 1944

The Central Excise Act, Additional Commissioner of Central Excise 1944 & service Tax, Durgapur

(x) The Company does not have accumulated losses at the end of the Financial Year but has incurred cash losses during the fi nancial year ended on that date but not in the immediately preceding Financial Year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has defaulted in repayment of dues to the fi nancial institutions or banks as following :

Nature of Dues Due On Amount of Default ( Rs. in Lacs)

Term Loan

- Principal 31.03.2014 1755.10

- Interest 28.02.2014 143.75

31.03.2014 404.96

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

(xiii) In our opinion, the Company is not a chit fund or a Nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities and other investments and timely entries have generally been made therein. All shares and other securities have been held by the Company in its own name except to extent of exemption granted under section 49 of the Companies Act, 1956.

(xv) The Company has not given any guarantee for loans taken by others from banks or fi nancial institutions during the year. Therefore, the provisions of clause 4 (xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

(xvii) According to the information and explanations given to us, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any debentures and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

(xx) The Company has not raised any money by public issue hence the provisions under clause 4 (xx) of the Order are not applicable to the Company.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

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

K. C. Soni Partner Kolkata, 30th May, 2014 Membership No.057620

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying Financial Statements of Ankit Metal & Power Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

(b) In the case of Statement of Profit and Loss 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 of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

2. 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 book.

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

4. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956;

5. 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 clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Annexure to the Independent Auditor''s Report

Referred to in paragraph 1 of our Report on Other Legal and Regulatory Requirements

(i) (a) On the basis of such checks as we considered appropriate and the information and explanation given to us, we report that the Company has maintained records showing particulars including quantitative details and situation of fixed assets, however the records for the year are under updation.

(b) According to the information and explanation furnish to us, all the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets of the Company has been disposed off during the year which would not affect the going concern basis of the Company.

(ii) (a) As explained to us, the stocks of finished goods and work-in-progress have been physically verified by the management as at the end of the financial year and for stocks of raw materials, for which there is a perpetual inventory system, a substantial portion of stocks has been verified during the year. In our opinion, the frequency of verification is reasonable.

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

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

(iii) (a) The Company has not granted any loan, secured or unsecured, to Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loans from Companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 5,585 Lacs and the year-end balance of loans taken from such Companies was Rs. 4,035 Lacs.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been taken from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(d) The Company is regular in repaying the principal amounts and has been regular in payment of interest.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that for some of the items purchased suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any major weaknesses in the internal controls.

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

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time whenever such market prices are available.

(vi) The Company has not accepted any deposits from the public and consequently the directives issued by Reserve Bank of India and provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

(vii) In our opinion, the Internal Audit System of the Company is commensurate with the size of the Company and the nature of its business. However, the scope of internal audit needs to be broadened and strengthened

(viii) We have broadly reviewed the books of account maintained by the Company in respect of manufacture of Iron & Steel product & Power Generation Unit pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956, and we are of the opinion that prima facie, the records have been maintained. We have not however made a detailed examination for the records with a view to determining whether they are accurate and complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, excise duty, cess, service tax and other material statutory dues during the year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, excise duty, cess and service tax were in arrears for more than six months, on Balance Sheet date, from the date they became payable.

(x) The Company does not have any accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company did not have any outstanding debentures during the year.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other investments.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of Clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans availed by the Company are prima facie applied for the purpose for which they were raised.

(xvii) In our opinion and 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 prima facilely been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties or Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report.

(xx) The Company had not raised any money by way of Public issue during the year under report.

(xxi) To the best of our knowledge and belief and 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 R.Kothari& Company

Chartered Accountants FRN:307069E

CAK.C.Soni

Partner

Kolkata, 30th May, 2013 Membership No. 057620

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of ANKIT METAL & POWER LIMITED as at 31st March, 2012 and also Statement of the Profit & Loss Account and Cash Flow Statement for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. On the basis of 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 31st March 2012, from being appointed as a Director of the Company in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

4. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(i) 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.

(ii) 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;

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

(iv) In our opinion, the Balance Sheet, Statement of Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section(3C) ofSection211 of the Companies Act, 1956; and

(v) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and notes on financial statement 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 :

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

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

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

Re : Ankit Metal & Power Limited ('the Company')

(Referred to in Paragraph 4 of our report of even date)

(i) (a) The Company has maintained records showing particulars including quantitative details and situation of fixed assets, however the records for the year are under updation.

(b) According to the information and explanation furnished to us, all the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets of the Company has been disposed off during the year.

(ii) (a) As explained to us, the stocks of finished goods and work- in-progress have been physically verified by the management as at the end of the financial year and for stocks of raw materials, for which there is a perpetual inventory system, a substantial portion of stocks has been verified during the year. In our opinion, the frequency of verification is reasonable.

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

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

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loans from three companies covered in the register maintained under Section 301 of the CompaniesAct,1956. The maximum amount involved during the year was Rs. 1,533 lacs and the year- end balance of loans taken from such companies was Rs. NIL.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(d) The Company is regular in repaying the principal amounts and has been regular in payment of interest.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that for some of the items purchased suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any major weakness in the internal controls.

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

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time whenever such market prices are available.

(vi) The Company has not accepted any deposits from the public and Consequently the directives issued by Reserve Bank of India and provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

(vii) In our opinion, the Internal Audit System of the Company is commensurate with the size of the Company and the nature of its business. However, the scope of internal audit needs to be broadened and strengthened.

(viii) To the best of our knowledge and according to the information given to us the Central Government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the product of the Company. We have broadly reviewed the books of account maintained by the Company in respect of manufacture of Iron & Steel product & Power Generation Unit pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, and we are of the opinion that prima facie, the records have been maintained. We have not however made a detailed examination for the records with a view to determining whether they are accurate and complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Excise Duty, Cess, Service Tax and other material statutory dues during the year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Excise Duty, Cess and Service Tax were in arrears for more than six months, on Balance Sheet date, from the date they become payable.

(c) According to the information and explanations given to us, there are no dues of Sales Tax, Custom Duty, Wealth Tax, Excise Duty and Cess which have not been deposited as on 31st March, 2012 with the appropriate authorities on account of any dispute except the following cases which are as follows:

Name of the Statute Nature of Dues Amount (Rs.in Lacs) Period to which Forum where the dispute the amount relates is pending

Income Tax Act,1961 Income Tax 21.11(Already paid A.Y. 2006-2007 Commissioner of Income Tax under protest 11.11 (Appeals)-I, Kolkata. Lacs)

Income Tax Act,1961 Income Tax 3.54 A.Y. 2007-2008 Additional Commissioner of Audit Query 16.45(4.47 Lacs Income Tax (Appeals)-I, Kolkata. already paid)

Income Tax Act,1961 Income Tax 217.90 (Already A.Y. 2008-2009 Income Tax Appellate Tribunal paid 50.00 lacs)

Income Tax Act,1961 Income Tax 25.28 (Petition A.Y. 2009-2010 Deputy Commissioner/ Additional filed under Section Commissioner of Income Tax - 154) Circle - 3, Kolkata.

Income Tax Act,1961 Income Tax 69.72 A.Y. 2010-2011 Dy Commissioner/ Additional Commissioner of Income Tax- Circle - 3, Kolkata.

W.B. VAT Act, 2003 Sales Tax 222.89 F.Y. 2005-2006 Sr. Joint Commissioner of Commercial Taxes, Dharmtala Circle.

W.B. VAT Act, 2003 Sales Tax 917.91 F.Y. 2006-2007 Sr. Joint Commissioner of Commercial Taxes, Dharmtala Circle.

W.B. VAT Act, 2003 Sales Tax 358.16 F.Y. 2007-2008 Sr. Joint Commissioner of Commercial Taxes, Dharmtala Circle.

W.B. VAT Act, 2003 Sales Tax 92.94 F.Y. 2007-2008 Sr. Joint Commissioner of Commercial Taxes, Purulia

W.B.VAT Act,2003 Sales Tax 87.95 F.Y. 2007-2008 Joint Commissioner of Commercial Taxes, Durgapur Circle.

W.B.VAT Act,2003 Sales Tax 1946.82 F.Y. 2008-2009 Deputy Commissioner of Commercial Taxes, Central Audit Unit Sales Tax, Kolkata

(x) The Company does not have any accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company did not have any outstanding debentures during the year.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other investments.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of Clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans availed by the Company are prima facie applied for the purpose for which they were raised.

(xvii) In our opinion and 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 prima facie been used for long-term investment.

(xviii)According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report.

(xx) The Company had not raised any money by way of Public Issue during the year under report.

(xxi) To the best of our knowledge and belief and 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 R. Kothari & Company

Chartered Accountants

FRN : 307069E

K.C.Soni

Place : Kolkata Partner

Dated : The 30th day of May,2012 Membership No.057620

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of ANKIT METAL & POWER LIMITED as at 31st March, 2011, the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibilities of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. On the basis of 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 of the Company in terms of clause (g) of sub-section (I) of Section 274 of the Companies Act, 1956.

4. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(i) 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;

(ii) 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;

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

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

(v) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes appearing thereon as per Schedule-'19' annexed 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:

(a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

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

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

ANNEXURE TO THE AUDITORS' REPORT

RE : ANKIT METAL & POWER LIMITED ('the Company') (Referred to in Paragraph 4 of our report of even date)

(i) (a) The Company has maintained records showing particulars including quantitative details and situation of fixed assets, however the records for the year are under updation.

(b) According to the information and explanation furnished to us, all the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepances were noticed on such verification.

(c) No substantial part of fixed assets of the Company has been disposed off during the year, which would affect the going concern of the Company.

(ii) (a) As explained to us, the stocks of finished goods and work-in-progress have been physically verified by the management as at the end of the financial year and for stocks of raw materials, for which there is a perpetual inventory system, a substantial portion of stocks has been verified during the year. In our opinion, the frequency of verification is reasonable.

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

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

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loans from nine (9) parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 6,634 lacs and the year-end balance of loans taken from such companies was Rs. 201 lacs.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are prima face not prejudicial to the interest of the Company.

(d) The Company is regular in repaying the principal amounts and has been regular in payment of interest.

(iv) In our opinion and according to the information and explanations given to us that for some of the iterns purchased suitable alternate sources do not exist for obtaining comparable quotations; there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories, fixed assets and the sale of goods. During the course of our audit, we have not observed any major weaknesses in the, internal controls.

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

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant tlme whenever such market pnices are available.

(vi) The Company has not accepted any deposits from the public and consequently the directives issued by Reserve Bank of India and provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

(vii) In our opinion, there is Internal Audit System of the Company commensurate with the size of the Company and the nature of its business. However, the scope of internal audit needs to be broadened and strengthened.

(viii) To the best of our knowledge and according to the information given to us the Central Government has prescribed maintenance of cost records under Section 209(I)(d) of the Companies Act, 1956 for the product of the Company. We have broadly reviewed the books of account maintained by the Company in respect of manufacture of Iron & Steel products Power Generation Unit pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 and we are of the opinion that prima facie, the records have been maintained. We have not however made a detailed examination for the records with a view to determining whether they are accurate and complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Excise Duty, Cess, Service Tax and other material statutory dues during the year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Excise Duty, Cess and Service Tax were in arrears for more than six months, on Balance Sheet date, from the date they become payable.

(c) According to the information and explanations given to us, there are no dues of Sales Tax, Custom Duty, Wealth Tax, Excise Duty and Cess which have not been deposited as on 31st March, 2011 with the appropriate authorities on account of any dispute except the following cases which are as follows:

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

Income Tax Act, Income Tax 21.11 A.Y.2006-2007 1961 (Already paid under protest Rs.11.11 lacs)

Income Tax Act, Income Tax 3.54 A.Y.2007-08 1961

Income Tax Act, Income Tax 217.90 A.Y.2008-09 1961 (Already paid under protest Rs.50 lacs)

Income Tax Act, Income Tax 10.32 A.Y.2009-10 1961

W.B.VAT Act, Sales tax 215.65 F.Y.2005-06 2003

W.B.VAT Act, Sales tax 815.00 F.Y.2006-07 2003

W.B.VAT Act, Sales tax 539.04 F.Y.2007-08 2003

Central Excise Central tax 4.46 F.Y.2010-11 Act,1944 (Already paid under protest Rs.5.05 lacs)

W.B.VAT Act, Sales Tax 136.82 F.Y.2010-11 2003 (Non Submis sion of sale s tax Declar ation in Form "C")

Name of the Forum where the dispute Statue is pending

Income Tax Act, Commissioner of 1961 Income Tax (Appeals)-I,kolkatta.

Income Tax Act, Additional Commissioner 1961 of Income Tax (Appeals)-I, kolkatta.

Income Tax Act, Additional Commissioner 1961 of Income Tax (Appeals)-III, kolkatta.

Income Tax Act, Deputy Commissioner of 1961 Income Tax Circle-III kolkatta.

W.B.VAT Act, Sr. joint Commissioner 2003 of Commercial taxes Dharmtala Circle.

W.B.VAT Act, Sr. joint Commissioner 2003 of Commercial taxes Dharmtala Circle

W.B.VAT Act, Sr. joint Commissioner 2003 of Commercial taxes Dharmtala Circle

Central Excise Assaistant Commissioner Act,1944 of Central Excise

W.B.VAT Act, Hon'able Court,Calcutta 2003

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company did not have any outstanding debentures during the year.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other investments.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4

(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans availed by the Company are prima face applied for the purpose for which they were raised.

(xvii) In our opinion and 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 prima facilely been used for long-term investment.

(xvii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report.

(xx) The Company had not raised any money by way of Public issue during the year under report.

(xxi) To the best of our knowledge and belief and 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 R. KOTHARI & COMPANY Chartered Accountants FRN : 307069E

K.C. Soni Partner Membership No. 057620

Dated : 30th day of May, 2011 Place : Kolkata

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of ANKIT METAL & POWER LIMITED as at 31 st March, 2010 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 mis-statement. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub- section (4A)of Section 227 of the Companies Act, 1956 we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(i) 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.

(ii) 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;

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

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

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

(a) In the case of Balance Sheet, of the state of affairs of the Company as at 31 st March, 2010;

(b) In the case of Profit & Loss Account, of the profit for the year ended on that date; and

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

1 ANNEXURE TO THE AUDITORSREPORT

Paragraph 4 of our Report of even date)

(i) (a) The Company has maintained records showing particulars including quantitative details and situation of fixed assets, however the records for the year are under updation.

(b) According to the information and explanation furnished to us, all the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets of the Company has been disposed off during the year.

(ii) (a) As explained to us, the stocks of finished goods and work-in-progress have been physically verified by the management as at the end of the financial year and for stocks of raw materials, for which there is a perpetual inventory system, a substantial portion of stocks has been verified during the year. In our opinion, the frequency of verification is reasonable.

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

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

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loans from five companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 818.43 Lacs and the year-end balance of loans taken from such companies was Rs. 755.00 Lacs.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company.

(d) The Company is regular in repaying the principal amounts and has been regular in payment of interest.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that for some of the items purchased suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any major weakness in the internal controls.

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

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time whenever such market prices are available.

(vi) The Company has not accepted any deposits from the public and consequently the directives issued by Reserve Bank of India and provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder are not applicable.

(vii) In our opinion, the Internal Audit System of the Company commensurate with the size of the Company and the nature of its business. However, the scope of the internal audit needs to be broadened and strengthened.

(viii) To the best of our knowledge and according to the information given to us the Central Government has prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for the product of the Company. We have broadly reviewed the books of account maintained by the Company in respect of manufacture of Iron & Steel product & Power Generation Unit pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (l)(d) of the Companies Act, 1956 and we are of the opinion that prima-facie, the records have been maintained. We have not however made a detailed examination for the records with a view to determining whether they are accurate and complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employeesstate insurance, income tax, sales tax, excise duty, cess, service tax and other material statutory dues during the year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, excise duty, cess and service tax were in arrears for more than six months, on Balance Sheet date, from the date they become payable.

(c) According to the information and explanations given to us, there are no dues of Sales Tax, Custom Duty, Wealth Tax, Excise Duty and Cess which have not been deposited as on 31 st March, 2010 with the appropriate authorities on account of any dispute except the following cases which are as follows:

Name of the Statute Natureof Dues Amount Period to which Forum where the the amount relates dispute is pending

Income TaxAct, Income Tax Rs. 21.11 Lacs(already A.Y. 2006-07 Commissioner of 1961 paid under protest Income Tax Rs.11.11 Lacs) (Appeals)-1 Kolkata

Income TaxAct, Income Tax Rs. 3.54 Lacs A.Y. 2007-08 Additional Commissioner of

1961 Income Tax (Appeals) -I, Kolkata W.B. VAT Act, 2003 Sales Tax Rs. 226.06 Lacs A.Y. 2005-06 Sr. Joint Commissioner of

Commercial Taxes, Dharmtala Circle

W.B. VAT Act, 2003 Sales Tax Rs. 915.39 Lacs A.Y. 2006-07 Sr. Joint Commissioner of Commercial Taxes, Dharmtala Circle

W.B. VAT Act, 2003 Sales Tax Rs. 92.94 Lacs A.Y. 2006-07 Additional Commissioner ofCommercial Taxes, Beliaghata, Kolkata

W.B. VAT Act, 2003 Sales Tax Rs. 87.95 Lacs A.Y. 2007-08 Sr. Joint Commissioner ofCommercial Taxes, Durgapur Circle

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company did not have any outstanding debentures during the year.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other investments.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans availed by the Company are prima-facie applied for the purpose for which they were raised.

(xvii) In our opinion and 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 prima-facie been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report.

(xx) To the best of our knowledge and belief and 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 R.KOTHARI& COMPANY

Chartered Accountants

Firm Registration

No. 307069E

Sanjeeb Agarwal

Place :Kolkata Partner

Dated : 12th day of May, 2010 Membership No.: 56400