Auditor Report of Impex Ferro Tech Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards, and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 financial control relevant to the Company's preparation of the Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the company's management, as well as evaluating the overall presentation of the Standalone Financial Statements.

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

Opinion

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

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

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

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

Emphasis of Matter

1. We draw attention to Note No.27 of the financial results, relating to CDR Package. The CDR Package of the company has been sanctioned vide LOA dated 10th November, 2014. Pursuant to the said LOA, implementation of CDR policy is completed and the effect thereof has been given in these accounts with respect to 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.

Our report is not qualified in respect of this matter.

2. We draw attention to the Note No. 39 of the statement which indicates that as at March 31st 2015, the accumulated losses amounting to ' 6,349.26 Lacs has substantially eroded net worth of the Company, indicating the existence of a material uncertainty about the company's ability to continue as a going concern. These financial results have been prepared on a going concern basis for the reasons stated in the said note.

Our report is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2015 ('the order') issued by the Central Government of India in terms of 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 that:

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

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

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

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards 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, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015, from being appointed as a director in terms of Section 164 (2) of the Act; and

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

i. The Company has disclosed the impact of pending litigations on the financial position in the Financial Statements - Refer Note - 28 A(b) to (f) to its Financial Statements ;

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

iii. There were no amounts which were required to be transferred by the Company to the Investor Education and Protection fund.

Annexure to the Independent Auditors' Report

Annexure referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of even date to the members of IMPEX FERRO TECH LIMITED on the accounts of the Company for the year ended 31st March 2015. On the basis of such checks as we considered appropriate and according 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) All fixed assets were physically verified by the management during the year in accordance with a planned program of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. 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 Clause (iii) (b), (c) and (d) of the said Order are not applicable to the Company.

(iv) In our opinion, and according to the information and explanations given to us, there is an adequate Internal Control System commensurate with the size of the Company and the nature of its business for the purchase of inventories and 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) 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 not however made a detailed examination for the records with a view to determining whether they are accurate and complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been regularly deposited undisputed amount payable in respect of Provident Fund, Employees' State Insurance, Income -Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty, Value Added Tax, Cess, Professional Tax, and other Statutory Dues during the year with appropriate authorities. However, there have been delays in few cases.

(b) 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, 2015 with the appropriate authorities on account of any dispute except the following cases which are as follows:

Name of the Nature of Dues Financial Year Rs./Lacs statute

2005- 06 12.36

2005-06 and 8.26 Central Excise Act, 1994 Excise Duty 2006-07

2006- 07 0.5

2007- 08 15.55

Total 36.67

Name of the Forum where Dispute is Pending statute

Commissioner of Central Excise (Appeals) (III)

CESTAT, Calcutta Bench Central Excise Act, 1994

Commissioner of Central Excise (Appeals) (IV)

CESTAT, Calcutta Bench

Total Rs. 20.92 Lacs paid under protest

Name of the Nature of Dues Financial Year Rs./Lacs statute

2005-06 304.13 Central Sales 2006-07 479.91 Tax and Local VAT 2008- 09 748.45 Sales Tax Act

2009- 10 211.18

Total 1,743.67

W.B. Entry Tax Entry Tax 2012-13 and 272.51 Act 2013-14

Total 272.51

Income Tax Income Tax 2011-12 1606.46 Act, 1961

Total 1606.46

Name of the Forum where Dispute is Pending statute

WBCT, Appellate and Revisional Board Central Sales WBCT, Appellate and Revisional Board Tax and Local WBCT, Appellate and Revisional Board Sales Tax Act

Sr. Joint Commissioner of Commercial Taxes

Total Rs. 88.62 Lacs paid under protest

W.B. Entry Tax Hon'ble High Court of Calcutta Act

Total Rs. NIL paid under protest

Income Tax Commissioner of Income Tax (Appeals), Kolkata Act, 1961

Total Rs. NIL paid under protest

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(viii) The accumulated losses at the end of the financial year are not less than fifty percent of its net worth and the company has incurred cash losses during the financial year covered by our audit and in the 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 : 30th May, 2015 Membership No. 064308

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Mar 31, 2014

We have audited the accompanying financial statements of IMPEX FERRO TECH 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 ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the "Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 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

1. 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.

2. 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.

3. 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 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, 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.

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 specified 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 notified under the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs 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 disqualified 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 other Legal and Regulatory Requirements" of even date to the members of Impex Ferro Tech 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 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.

(c) During the year, the Company has not disposed off substantial part of fixed assets which would affect its going concern status.

(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 loans, secured or unsecured, to companies, firms 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 not taken any unsecured loan from companies covered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of Clause 4(iii)(f) and (g) 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 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) (a) 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.

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

(vi) The Company has not accepted any 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 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 tabled below:

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

(xi) The Company has not defaulted in repayment of dues to any bank or financial institution, except for delay of upto sixty days in respect of repayment of term loan of Rs. 204.64 lacs and payment of interest of Rs. 53.46, paid subsequent to the balance sheet date.

(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 is not dealing or trading in shares, securities and other investments. Therefore, the provisions of Clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial 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 explanation 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 and the price at which shares have been issued is not prejudicial to the interest of the Company.

(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

CA Kailash Chandra 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 Impex Ferro Tech Limited which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profi t and Loss and the Cash Flow Statement for the year then ended 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 Financial 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 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. 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 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 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 aff airs of the Company as at 31st March, 2013;

ii. in the case of the Statement of Profi t and Loss, of the profi t for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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 appears from our examination of those books;

c. The Balance Sheet, Statement of Profi t 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, Statement of Profi t 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; and

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 disqualifi ed as on 31st March, 2013, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Annexure to the Independent Auditors'' Report

(Annexure referred to in our report of even date to the members of Impex Ferro Tech Limited on the Financial Statements for the year ended 31st March, 2013)

i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fi xed assets.

(b) We are informed that fi xed assets of signifi cant value have been physically verifi ed by the management at reasonable intervals, in a phased programme and no material discrepancies were noticed in respect of the assets verifi ed.

(c) The Company has not disposed off any substantial/major part of fi xed assets during the year.

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

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

(c) The Company has maintained proper records of inventories and no material discrepancies have been noticed on physical verifi cation as compared to book records.

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

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

(e) The Company has taken interest-free Unsecured Loans from three Companies covered in the register maintained u/s. 301 of the Companies Act, 1956. The maximum amount involved during the year is D 1,435 Lacs and the year-end balance of such loans aggregate to D 1,280 Lacs.

(f) In our opinion, the terms and conditions of such loans taken by the Company are prima facie not prejudicial to the interest of the Company.

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

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

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

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

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

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

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

ix) (a) According to the books and records as produced to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Excise Duty, Custom Duty and any other statutory dues. According to the information and explanations given to us there are, no undisputed outstanding statutory dues as at the end of the year exceeding six months from the date they became payable.

(b) According to the records of the Company and the information and explanations given to us & upon our enquiries in this regard, disputed statutory dues unpaid as at the last day of the fi nancial year, are as follows:

Nature of Dues Year D in Lacs Forum where Dispute is Pending

Excise Duty 2005-06 12.36 Commissioner of Central Excise (Appeals)(III)

2005-06 and 2006-07 8.26 CESTAT, Calcutta Bench

2006-07 0.50 Commissioner of Central Excise (Appeals)(IV)

2007-08 15.55 CESTAT, Calcutta Bench

Total 36.67 D 18.62 Lacs paid under Protest

VAT 2005-06 304.13 WBCT, Appellate and Revisional Board

2006-07 479.91 WBCT, Appellate and Revisional Board

2008-09 748.45 WBCT, Appellate and Revisional Board

2009-10 1,487.27 Sr. Joint Commissioner of Commercial Taxes

Total 3,019.76 D 88.62 Lacs paid under Protest

Entry Tax 2012-13 146.99 Hon''ble High Court of Calcutta

Total 146.99 D Nil paid under Protest



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

xi) The Company has not defaulted in repayment of dues to any bank or fi nancial institution, except for delay of upto sixty days in respect of repayment of term loan of D 205.94 Lacs and payment of interest of D 55.27 Lacs, paid subsequent to the Balance Sheet date.

xii) As explained to 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.

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

xiv) Clause (xiv) of the Order is not applicable, as the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and fi nancial institutions.

xvi) The Company has not obtained any term loans during the year.

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

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

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

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

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



For S. Jaykishan

Chartered Accountants

FRN : 309005E



Vivek Newatia

Partner

Kolkata, 30th May, 2013 Membership No. 062636

---

Mar 31, 2012

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

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

3. As required by the Companies (Auditor's Report) Order, 2003 (As Amended) issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

e) On the basis of written representations received from the Directors, 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 in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

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

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

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

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

(Annexure referred to in paragraph (3) of our report of even date to the shareholders of Impex Ferro Tech Limited on the Financial Statements for the year ended 31st March, 2012)

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

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

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

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

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

(c) The Company has maintained proper records of inventories and no material discrepances have been noticed on physical verification as compared to book records.

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

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

(e) The Company has taken unsecured loans from three companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs. 2,211.17 Lacs and the year-end balance of such loans aggregate to Rs. Nil.

(f) In our opinion, the terms and conditions of such loans taken by the Company are prima facie not prejudicial to the interest of the Company.

(g) There is no closing balance in respect of such loan. Hence, clause(g) is not applicable to the Company.

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

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

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

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

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

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

ix) (a) According to the books and records as produced to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Excise Duty, Custom Duty and any other statutory dues. According to the information and explanations given to us there are no undisputed outstanding statutory dues as at the end of the year exceeding six months from the date they became payable.

(b) According to the records of the Company and the information and explanations given to us & upon our enquiries in this regard, disputed statutory dues unpaid as at the last day of the financial year, are as follows:

Nature of Dues Year Rs. in Lacs Forum where Dispute is pending

Excise Duty 2006-07 and 0.50 Commissioner of 2006-07 Central Excise (Appeals)

2006-07 0.50 Commissioner of Central Excise (Appeals)

2007-08 15.55 CESTAT, Calcutta Bench

2005-06 4.56 Joint Commissioner of Central Excise (Bolpur)

Total 28.87 Rs. 5.00 Lacs paid under Protest

VAT 2005-06 304.13 Sr. Joint Commissioner of Commercial Taxes

2006-07 479.91 Sr. Joint Commissioner of Commercial Taxes

2008-09 748.45 Sales Tax Officer, Central Audit Under Commercial Taxes

2009-10 867.80 Joint Commissioner of Commercial Taxes

Total 2,400.29 Rs. 88.62 Lacs paid under Protest

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

xi) The Company has not defaulted in repayment of dues to any bank or financial institution, except in respect of repayment of Rs. 164.16 lacs due since September, 2011 out of bridge loan taken from WBIDC Ltd. against interest subsidy. However, the Company has applied for linking the repayments with receipt of subsidy amount.

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

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

xiv) Clause (xiv) of the Order is not applicable, as the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks and Financial Institutions.

xvi)The Company has not obtained any term loans during the year.

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

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

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

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

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



For S. Jaykishan Chartered Accountants FRN : 309005E

Vivek Newatia Partner Membership No. 062636

Place : Kolkata Dated: The 21st day of May, 2012

---

Mar 31, 2011

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

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

3. As required by the Companies (Auditors' Report) Order, 2003 (as amended) issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2011 from being appointed as a director in terms of Clause (g) of sub-section (I) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said statements of accounts, read with the Significant Accounting Polices and 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 Balance Sheet, of the state of affairs of the Company as at 31 st March, 2011;

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

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

Annexure referred to in our report of even date

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

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

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

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

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

(c) The Company has maintained proper records of inventories and no material discrepances have been noticed on physical verification as compared to book records.

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

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

(c) The Company has taken interest free unsecured loans from ten companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs. 4,714.44 lacs and the year-end balance of such loans aggregate to Rs. 4,612.36 lacs.

(d) In our opinion, the terms and conditions of such loans taken by the Company are prima facie not prejudicial to the interest of the Company.

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

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

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

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

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

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

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

ix) (a) According to the books and records as produced to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Excise Duty, Custom Duty and any other statutory dues. According to the information and explanations given to us, there are no undisputed outstanding statutory dues as at the end of the year exceeding six months from the date they became payable.

(b) According to the records of the Company and the information and explanations given to us & upon our enquiries in this regard, disputed statutory dues unpaid as at the last day of the financial year, are as follows :

Nature of Dues Year (Rs. in lacs) Forum where dispute is pending

Excise Duty 2005-06 3.10 Commissioner of Central Excise (Appeals)

2005-06 & 8.26 Commissioner of Central 2006-07 Excise (Appeals)

2007-08 15.55 CESTAT, Calcutta Bench

2005-06 9.21 Joint Commissioner of Central Excise (Bolpur)

36.12 Rs. 5.00 lacs paid under protest

VAT 2005-06 278.70 W.B.Commercal Taxes, Appellate & Revisional Board

2006-07 460.50 W.B.Commercial Taxes, Appellate & Revisional Board

2009-10 867.80 Calcutta High Court

2007-08 96.79 Sr. Joint Commissioner of Commercial Taxes

1,703.79 Rs. 139.66 lacs paid under protest

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

xi) According to the information and explanations given to us, and based on documents and records produced to us, there are no defaults in repayment of dues to banks and financial institutions.

xii) As explained to 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.

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

xiv) Clause (xiv) of the Order is not applicable, as the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

xvi) The Company has not obtained any term loans during the year.

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

xviii) The Company has made no fresh allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) No debentures have been issued by the Company and hence, the question of creating security or charge in respect thereof does notarise.

xx) The Company has not raised any money by way of Public Issue during the year.

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

For S.jaykishan Chartered Accountants FRN:309005E

(B.K. Newatia) Partner Membership No. 050251

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

---

Mar 31, 2010

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

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

3. As required by the Companies (Auditors Report) Order,

2003 (As Amended) issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

e) On the basis of written representations received from the Directors, 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 Clause (g) of sub-section (1) of Section 274of the Companies Act. 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said statements of account, read with the Significant Accounting Policies and 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 Balance Sheet,of the state of affairs of the Company as at 31st March, 2010;

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

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



ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE

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

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

(c) The Company has not made any disposal of Fixed Assets during the year.

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

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

(c) The Company has maintained proper records of inventories and no material discrepancies have been noticed on physical verification as compared to book records.

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

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

(c) The Company has taken Interest Free Unsecured Loans from nine Companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs. 2803.09 lacs and the year-end balance of such loans aggregate to Rs. 2454.44 lacs.

(d) In our opinion, the terms and conditions of such loans taken by the Company are prima facie not prejudicial to the interest of the Company.

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

iv) In our opinion and according to the information and

explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

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

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

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

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

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

ix) (a) According to the records of the Company examined by us, except for income-tax payments, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Sales Tax, Wealth Tax, Excise Duty, Custom Duty, Service Tax, Cess and any other statutory dues. According to the information and explanations given to us, except income-tax payment of Rs.327.75 lacs (Since paid Rs. 60.72 lacs), there are no undisputed outstanding statutory dues as at 31st March, 2010 for a period exceeding six months from the date they became payable.

b) According to the record of the company and the information and explanations given to us & upon our enquiries in this regard, disputed statutory dues unpaid as at last day the finacial Yea, are as follows :

Nature of Year Amount forum where dispute

Due (Rs.in lacs) is pending

Excise Duty 2005-2006 3.10 Commissioner of Central Excise (Appeals)

Excise Duty 2005-2006 8.26 Commissioner of Central

2006-2007 Exeise (Appeals)

Excise Duty 2006-2007 15.55 Commissioner of Central Exeise (Appeals) Excise Duty 2005-2006 9.10 Joint Commissioner Central Central Excise (Bolpur)

VAT 2005-2006 643.35 Sr. JCCT,Dhamatala Cirde

2006-2006 1180.33 Sr. JCCT,Dharamtala Cirde

2009-2010 867.80 Colcutta High Court

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

xi) According to the information and explanations given to us, and based on documents and records produced to us, there are no defaults in repayment of dues to banks and financial institutions except for Term Loan Instalment dues amounting to Rs. 84.69 lacs and Interest dues amounting to Rs. 47.35 lacs not paid during the year. Out of the above, term loan instalments amounting to Rs. 35.93 lacs and interest outstanding amounting to Rs. 35.33 lacs have since been paid.

xii) As explained to 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.

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

xiv) Clause (xiv) of the Order is not applicable, as the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks and Financial Institutions.

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

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

xviiilThe Company has made allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956, on rights bais. The said allotment is not considered to be in the nature of preferential allotment.

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

xx) We have verified the end use of money raised by rights issue of equity share capital as disclosed in the notes to the financial statements. (Note No. 7 in Schedule 19 to the accounts).

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



For S.JAYKISHAN

Chartered Accountants

FRN: 309005E



B. K. Newatia

Partner

Membership No. 050251

Place :Kolkata

Dated: The 28th day of May, 2010