Auditor Report of Metalyst Forgings Ltd.

Mar 31, 2023

METALYST FORGINGS LIMITED

Report on the Audit of the Financial statements

Qualified Opinion

We have audited the accompanying Financial Statements of METALYST FORGINGS LIMITED (‘the Company''), which comprise the Balance sheet as at 31^st March 2023, the statement of Profit and Loss including other comprehensive income, the statement of cash flows and the statement of changes in equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “Financial Statements”)

We do not express an opinion on the accompanying financial statements. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for Qualified Opinion

(a) As per "IND AS 36 Impairment of Assets", the Company should assess at the end of each reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the entity shall estimate the recoverable amount of the asset. The company should assess recoverability of following assets:

Particulars	Classified under	Amount (In Lakhs)
Balance with revenue authorities	Other non-current Assets	856.72
TDS receivableA	Other non-current Assets	105.13
Advance to suppliers*	Other Current assets	942.04
Balance with revenue authorities	Other Current assets	11.49

*Out of total balance of Rs 942.04 lakhs, 398.61 lakhs is overdue for more than a year. In absence of relevant ageing reports, exact overdue period cannot be calculated.

^AOut of total balance of Rs 105.13 lakhs, 49.92 lakhs are adjusted against old demands. No appeal has been made with respect to such adjustments. In absence of any appeal, company should impair such assets.

Such assets are not realised for substantial period. Due to non-availability of ageing reports for following assets, it was not possible to determine since when the said balances were due to be realised. There is an indication that such asset might be

impaired. Management has not determined fair value/ recoverable value of such assets. Accordingly, we are unable to ascertain the possible effects of the same on the statements.

(b) As per "IND AS 109 Financial Instruments” the Company should recognize a loss allowance for expected credit losses on all financial assets of the company. Since the Company is still under the CIRP process and RP and COC are in the process of finalization of successful resolution, the Company and the management has not determined value of these assets in use. Accordingly, we are unable to ascertain the possible effect of the same on the Statements.

(c) As required under “IND AS 36- Impairment of Assets”, the company has not done impairment testing on Property, plant and equipment having net block value of Rs 1,25,514.20 lakhs and Capital Work in Progress having closing value of Rs 14,060.03 Lakhs. We are informed by the management that since the company is under CIRP process, it is not possible for them to determine value in use and hence impairment testing has not been carried out. Accordingly, we are unable to ascertain the possible effects of the same on the financial statements.

(d) The company has not maintained Fixed Asset register. Accordingly, we cannot comment on accuracy of the carrying value of Property, Plant and Equipment, current & Accumulated depreciation and its possible impact on the financial statements.

(e) Refer Note No._to the financial statements where it is mentioned that there is

total VAT refund receivable of Rs 707.73 lakhs for FY 2014-15, FY 2015-16 and FY 2016-17 in the books of accounts. As per the Assessment orders received in January 2023 for these years, the refund amount is assessed at Rs 300.47 Lakhs. The company has not filed any appeal against the said orders. As represented by management the company is in the process of filing an appeal for reassessment. However, the company has not reduced the balance in books of accounts. Thus, the loss for the period is overstated to the extent of Rs 407.26 lakhs.

(f) Certain current accounts having aggregate balance of Rs. 351.23 Lakhs are not confirmed due to non-availability of confirmation as well as relevant bank statements from respective Banks. In absence of these details, we are unable to ascertain the possible impact on financial statements. (Only to be taken for amount on which banks statements is not available)

(g) Balance of Trade receivables, loans and advances and Trade payables are subject to confirmations and consequent adjustments, if required. In absence of balance confirmations, financial impact on financial results is not ascertainable. As per the Insolvency and Bankruptcy code, the RP has to receive, collate and reconcile all the claims submitted by the creditors of the company. The RP has verified and admitted the claims submitted by the creditors as per the code. Pending - finalisation of

resolution plan, the impact of such claims if any, have also not been considered in the preparation of the financial statements.

(h) We have not been provided with any inventory records containing information related to inwards, outwards, consumption and closing stock in quantity as well as valuation of cost. We have been provided with physical verification reports of M/s SR MALU & Co. wherein there are qualifications regarding provisions required in valuation of inventory. In absence of these complete data, we cannot verify accuracy of cost of inventory. Furthermore, we cannot ascertain whether the cost of inventory is stated at lower of cost or NRV and possible impact on the financial statements.

(i) As per IND AS 19, company has to take independent actuarial valuation under IND AS to calculate gratuity and leave encashment provision. Since the same is not taken by the company, total comprehensive income is overstated to an extent of 48.24 lakhs.

Emphasis of Matter

We draw attention to the following:

1. Refer note no._where it is mentioned that considering the ongoing corporate

insolvency resolution process, the certainty as to realization of unused tax losses and MAT credit cannot be ascertained at this stage. Consequently, adjustment to deferred tax (net) and available MAT credit have not been given effect to.

2. Refer note no._Considering the ongoing corporate insolvency resolution process,

interest on the financial debt from the date of commencement of CIRP i.e. from December 15, 2017 till March 31, 2023 have not been provided in the books of accounts and charged to profit and loss account.

Material Uncertainty Related to Going Concern

The company has accumulated losses of Rs. 256884.63 Lakhs and its net worth is fully eroded. It has incurred net loss during the year ended March 31, 2023, amounting to Rs. 31,341.81 Lakhs. It is unable to repay its debts and meet other financial obligations/commitments. The application of Financial Creditors under section 9 of the Insolvency and Bankruptcy Code (IBC) had been admitted by Hon''ble National Company Law Tribunal (“NCLT”), Mumbai Bench. The company has been in the CIRP process under the code since December 15, 2017, and till date no resolution has been arrived at.

All these indicate material uncertainty about the Company''s ability to continue as a Going Concern. However, the financial statements are prepared on a going concern basis.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matters described in the Basis for qualified opinion we have determined that there are no other key audit matters to communicate in our report

Information other than the financial statements and Auditor''s Report thereon

The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Director''s Report, including annexure thereto, Report on Corporate Governance and Management Discussion and Analysis Report, but does not include the Financial Statements and our auditor''s report thereon.

Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management''s and Those Charged with Governance''s Responsibility for the Financial Statements

The Resolution Professional of the company is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the act'') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015.

The company has gone into Corporate Insolvency Resolution Process (“CIRP”) vide order of the National Company Law Tribunal, Mumbai Bench (“NCLT”) dated December 15, 2017, under the provision of the Insolvency & Bankruptcy Code 2016 (“Code”). Pursuant to the Order, the powers of the Board of Directors stand suspended and such powers are exercisable by Mr. Dinkar T. Venkatasubramanium, who has been appointed as Resolution Professional (“RP”) by NCLT vide order dated December 15, 2017, and was consequently confirmed as Resolution Professional (RP) by the Committee of Creditors (COC) in its meeting held on January 12, 2018. The members of the COC (vide the meeting held 18 May 2018) authorized RP to file an application to NCLT for extension of CIRP period by 90 days (i.e., from 180 days to 270 days) as per the Code.

Accordingly, Mr. Dinkar T. Venkatasubramanium took control of the management and operations of the company. As the powers of the Board of Directors had been suspended, the financial statements have not been adopted by Board of Directors however, the same have been signed by Mr. Dinkar T. Venkatasubramanium (Resolution Professional), Mr. Yogesh Kapur (Director), Mr. Arun Maiti (CFO) and Ms. Pratibha Chaudhary (CS) of Company confirming accuracy and completeness of the results. These Financial Statements have been signed by the RP.

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; 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.

In preparing the financial statements, Resolution Professional is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor''s Responsibility for the audit of Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for explaining our opinion on whether the Company has an adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our audit work; and (ii) to evaluate the effect of any identified misstatements in the Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Government of India in exercise of powers conferred by sub section (11) of section 143 of the act, we give in “annexure A”, a statement on the matters specified in paragraph 3 & 4 of the Order, to the extent applicable.

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

(a) Except for the matter described in Basis of Qualified opinion paragraphs, 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) Except for the matter described in Basis of Qualified Opinion paragraphs, 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. It was not possible to verify if daily backups were being taken in the absence of any evidence to that effect;

(c) Except for the matter described in Basis of Qualified Opinion paragraphs, the Balance sheet, the statement of Profit and Loss including other comprehensive income, the cash flow statement and the statement of changes in equity dealt with by this report are in agreement with the relevant books of account;

(d) Except for the matter described in Basis of Qualified Opinion paragraphs, the aforesaid Financial Statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with the relevant rules there under;

(e) In our opinion the matters described in the Basis of Qualified Opinion paragraphs above may have adverse effect in the functioning of the Company.

(f) Since the company is under CIRP under the provisions of the Insolvency and Bankruptcy Code, the powers of board are suspended and RP is managing the operations of the company. Thus, written representations of the directors are not received and taken on record by the company and

(g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above; and

(h) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”. Our report expresses disclaimer opinion on the adequacy and the operating effectiveness of the company''s internal financial controls over financial reporting. An internal audit has also not been undertaken by company.

(i) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, we report, that the managerial remuneration for the year ended 31st March, 2023 has not been paid to its directors.

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

i. The company has disclosed the impact of pending litigations on its financial position in its Financial Statements [Refer Note no. 3.26.4 of financial statements].

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

iii. The company has Rs 17.84 lakhs pending to be transferred to Investor Education and Protection Fund which is unclaimed for period 2012-13 and 2013-14.

iv. Further,

a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries;

c) Based on the audit procedures that have been considered reasonable and, in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act

In our opinion and according to the information and explanations given to us, no remuneration is paid by the Company to directors during the current year. In absence of such remuneration paid, reporting under this clause is not applicable.

vii. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For Jayesh Sanghrajka & Co. LLP

Chartered Accountants

ICAI Firm Registration No. 104184W/W100075

Rishikesh Nasikkar

Designated Partner Membership No. 166493

Date: Oct 28^th 2023 Place: Mumbai

UDIN:- 23166493BGYASR7490

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Mar 31, 2018

Report on the Standalone IND AS Financial Statements

We have audited the accompanying standalone IND AS financial statements of Metalyst Forgings Limited (‘the Company’), which comprise the Balance Sheet as at 31st March 2018,the statement of Profit and Loss[including other comprehensive income], the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information(hereinafter referred to as “Standalone IND AS Financial Statements”)

Management’s Responsibility for the standalone IND AS Financial Statements

The management and company’s Board of Directors is responsible for the matters specified in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone IND AS financial statements that give a true and fair view of the financial position, financial performance [including Other Comprehensive Income], Cash Flows and Changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards [IND AS] prescribed under section 133 of the Act, read with companies (Indian Accounting Standards) rules 2015.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone IND AS 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 IND AS financial statements based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order issued under section 143(11) of the Act.

We conducted our audit of the standalone IND AS financial statements 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 standalone IND AS financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone IND AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone IND AS 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 standalone IND AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the company’s management and directors, as well as evaluating the overall presentation of the standalone IND AS 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 IND AS financial statements.

Our Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone IND AS financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the IND AS, of the state of affairs of the company as at March 31, 2018 and its Profit and Loss account for the year ended March 31, 2018 ,Total Comprehensive Income, its Cash Flows and the Changes in Equity for the year ended on that date.

Emphasis of Matter

Notwithstanding anything contained in the standalone IND AS financial statements of Metalyst Forgings Limited as on 31.03.2018, affects the true & fair opinion over the same, but following is a list of matters, considered significant for the users of the standalone IND AS financial statements, adequately disclosed by the management:

A Corporate Insolvency Resolution Process (“CIRP”) has been initiated against Metalyst Forgings Limited (‘the Company’) vide an order of Mumbai bench of the National Company Law Tribunal (NCLT) dated December 15, 2017 under the provisions of the Insolvency and Bankruptcy code 2016 (Code). Pursuant to the order, the power of the Board of directors stands suspended and are exercisable by Mr Dinkar T. Venkatasubramanian, who was appointed as Interim Resolution Professional (IRP) by the NCLT vide order dated December 15, 2017 and was consequently confirmed as Resolution Professional (RP) by the Committee of Creditors (CoC) in its meeting held on January 12, 2018. The power of the Board of Directors have been suspended and assigned to Resolution Professional. As the powers of the Board of Directors had been suspended, the above results have not been adopted by Board of Directors. However, These Standalone Ind AS financial statements have been signed by Mr. Shekhar Gupta ( Whole Time Director) Mr. Sanjiv Bhasin ( Director) and taken on record by the RP.

1. The company has been continuously making losses, consequently its net worth is negative and the company’s total liabilities exceeded its total assets. This indicates the existence of material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. However, in view of the Corporate Insolvency Resolution Process in respect of the company, which is in progress, the accounts have been prepared on a going concern basis (Refer Note [2.1 ] to Financial Statements).

2. Considering the current operating level of the company , and the ongoing CIRP it is not possible to determine:

a. Impairment if any , in the economic value of fixed assets, capital work in progress and tools & die;

b. Diminution, if any, in the value of investment. At March 31, 2018. Castex Technologies Limited was undergoing CIRP vide an order of Chandigarg Bench of National Company Law Board (NCLT) from December 20, 2017 under the provisions of Insolvency and Bankrupcy Code 2016 (code), Metalyst has investment aggregating Rs. 343.48 Crores in equity shares of Castex Technologies Limited, which is under CIRP. Pending completion of CIRP plan, adjustment if any, in the carrying value of investments has not been considered in the preparation of the financial statements.

(Refer Note [2.8,2.13,2.14 ] to Financial Statements)

3. In respect of various claims submitted by the financial, operational & other creditors of the Company to the RP pursuant to Insolvency and Bankruptcy Code, 2016, that are currently under consideration / verification/ reconciliation. Pending finalization of Resolution Plan, we are unable to comment on the consequential impact, if any, on the accompanying statement [Refer Note [ 2.1] to financial Statements]

4. Trade receivables, loans & advances and other recoverable at March 31, 2018, which also includes balances from the group entities, are subject to confirmation/reconciliation and recoverability assessment thereof is under process. (Refer Note [2.11 ] to Financial Statements)

5. The financial statements for the year ended 31 March 2017 was carried out and reported by M/S Manoj Mohan & Associates. whose report has been furnished to us by the management and which has been relied upon by us for the purpose of our audit.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in exercise of powers conferred by sub section (11) of section 143 of the act, we give in annexure A, a statement on the matters specified in paragraph 3 & 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 [including Other Comprehensive Income],the Cash Flow Statement and the Statement of Changes in Equity dealt with by this report are inagreement with the relevant books of account;

(d) In our opinion, the aforesaid standalone IND AS financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with the relevant rules there under;

(e) On the basis of the written representations received from the directors as on 31st March 2018 and taken on record by the board of directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of Section 164 (2) of the Act; and (to be changed)

(f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and the operating effectiveness of the company’s internal financial controls over financial reporting; and

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

i. The company has disclosed the impact of pending litigations on its financial position in its standalone IND AS financial statements [Refer Note no. 3.26.4].

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 to the Investor Education and Protection Fund by the company.

Annexure - A to the Independent Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone IND AS financial statements for the year ended 31st March 2018.

I. In respect of fixed assets:

a. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. As explained to us, fixed assets, according to the practice of the company, have been physically verified by the management at reasonable intervals. , the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and nature of its assets. According to the information and explanation given to us , no material discrepancies were noticed on such physical verification.

c. According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the company. However, none is made available to us as they are pledged with the financial institutions.

II. In respect of inventories: We have been informed that the inventories are physically verified during the period by the Company at reasonable intervals. The frequency of physical verification, in our opinion, is reasonable having regard to the size of the company and nature of its business. The discrepancies noticed on verification between the physical inventories and the book records were not material in relation to the operation of the company and the same have been properly dealt with in the books of account.

III. The company, during the year, has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).Accordingly, paragraph 3(iii) of the Order is not applicable to the company.

IV. In our opinion and according to the information and explanations given to us, the company has complied during the year with the provisions of section 185 and 186 of the Act, with respect to the loans, investments, guarantees and security.

V. Since the company has not accepted any deposit from public, the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under with regard to the deposits accepted from the public are not applicable.

VI. The Central Government has prescribed the maintenance of cost records under section (1) of section 148 of the Companies Act, and on the basis of records produced before us for our verification; we are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. However, we are neither required to carry out nor have carried out any detailed examination of such accounts & records.

VII. (a) According to the information and explanations given to us and on the basis of our examination

of the records of the company, the company has been generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, Goods and Services Tax and other statutory dues with appropriate authorities during the year ended 31st March 2018. According to the information & explanations given to us, no undisputed amount payable in respect of aforesaid dues was in arrears as at 31st March, 2018 for a period of more than six months from the date when they become payable.

(b) According to the information and explanation given to us, and as per our verification of records of the company, the company has not paid/deposited following statutory dues on account of disputes:

S.No.	Name of Statute	Period to which it pertains	Forum where dispute is pending	Amount (Rs. in Lakh)
1	Excise/Service Tax	2002 to 2015	High Court, CESTAT, Commissioner (Appeal)	133.49
2	Income Tax	2006 to 2011	Income Tax Appellate Tribunals	184.15
3	VAT	2010-2013	Tribunal, Mumbai & Pune	102.21
	Total			419.85

VIII. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, a Corporate Insolvency Resolution Process (“CIRP”) has been initiated against the Company vide an order of Mumbai bench of the National Company Law Tribunal (NCLT) dated December15, 2017 under the provisions of the Insolvency and Bankruptcy Code 2016 (Code). Pursuant to the order, the power of the Board of Directors stands suspended and are exercisable by Mr Dinkar T. Venkatasubramanian, who was appointed as interim resolution professional (IRP) by the NCLT vide order dated December 15, 2017 and was consequently confirmed as Resolution Professional (RP) by the Committee of Creditors (CoC) in its meeting held on January 12, 2018.

IX. According to the information and explanations given to us, and as per our verification of the records of the company, the company, during the year, has not raised moneys by way of initial public offer or further public offer(Including debt instruments). The term loans availed by the company have been applied for the purpose for which the loans were obtained.

X. According to the information and explanations given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the Year ended 31st March 2018.

XI. According to the information and explanations given to us and based on our examination of the records of the company, the company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

XII. In our opinion, and according to the information and explanations given to us, the company is not a Nidhi company. Therefore, the provisions of Clause 3 (xii) of the Order are not applicable to the company.

XIII. According to the information and explanations given to us and as per our verification of the records of the company all transactions with the related parties are in compliance with the Sections 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the IND AS financial statements as required by the applicable accounting standards.

XIV. According to the information and explanations given to us and as per our verification of the records of the company, the company has not made any preferential allotment of shares.

XV. According to the information and explanations given to us, and as per our verification of the records of the company, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of Clause 3 (xv) of the order are not applicable to the company.

XVI. In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3 (xvi) of the order are not applicable to the company.

Annexure - B to the Independent Auditors’ Report

Report on the Internal Financial Controls over financial reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) of Metalyst Forgings Limited

We have audited the internal financial controls over financial reporting of Metalyst Forgings Limited (“the Company”) as of 31st March 2018 in conjunction with our audit of the standalone IND AS financial statements of the company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The management and company’s board of directors are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“the Guidance Note”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone IND AS financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

A Corporate Insolvency Resolution Process (“CIRP”) has been initiated against Metalyst Forgings Limited (‘the Company’) vide an order of Mumbai bench of the National Company Law Tribunal (NCLT) dated December 15, 2017 under the provisions of the Insolvency and Bankruptcy code 2016 (Code). Pursuant to the order, the power of the Board of directors stands suspended and are exercisable by Mr Dinkar T. Venkatasubramanian, who was appointed as Interim Resolution Professional (IRP) by the NCLT vide order dated December 15, 2017 and was consequently confirmed as Resolution Professional (RP) by the Committee of Creditors (CoC) in its meeting held on January 12, 2018. The power of the Board of Directors have been suspended and assigned to Resolution Professional.

In our opinion to the best of our information and according to the explanations given to us, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31stMarch 2018, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Raj Gupta & Co

Chartered Accountants

Firm’s registration number: 000203N

Gunjandeep Singh

[Partner]

Membership Number: 529555

Place : New Delhi

Dated : JUNE 09, 2018

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Mar 31, 2016

Independent Auditor''s Report

TO THE MEMBERS OF METALYST FORGINGS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of Metalyst Forgings Limited ("the company"), which comprise the balance sheet as at 31^stMarch 2016, the statement of profit and loss for the six months ended 31^st March,2016, the cash flow statement for the six months 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 board of directors is responsible for the matters specified 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 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 the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 standalone financial statements are free from material misstatement.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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, of the state of affairs of the company as at March 31, 2016 and its loss, and its cash flows for the six months ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the act, we give in the annexure A, a statement on the matters specified in paragraph 3 & 4 of the Order.

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

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

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

c) the balance sheet, the statement of profit and loss, and 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 31^st March 2016 and taken on record by the board of directors, none of the directors is disqualified as on 31^stMarch 2016, from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to separate report in Annexure B; and

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

i) The company has disclosed the impact of pending litigations on its financial position in its standalone financial statements(Refer to Note 2.26).

ii) The company did not have any long-term contract including derivatives contract for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

Annexure - A to the Independent Auditors'' Report

Re :Metalyst Forgings Limited

The Annexure referred to in Independent Auditors'' Report to the members of the Company on the standalone financial statements for the six months ended 31st March 2016.

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

(b) As explained to us, fixed assets, according to the practice of the Company, have been physically verified by the management at reasonable intervals. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

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

(ii) We have been informed that the inventories are physically verified during the period by the management at reasonable intervals. The frequency of physical verification, in our opinion, is reasonable having regard to the size of the company and nature of its business. The discrepancies noticed on verification between the physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

(iii) The Company during the period has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').Accordingly, paragraph 3(iii) of the Order is not applicable to the Company..

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

(v) Since the company has not accepted any deposit from public, the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act,2013 and the rules framed there under with regard to the deposits accepted from the public are not applicable.

(vi) The Central Government has prescribed the maintenance of cost records under section (1) of section 148 of the Companies Act, and on the basis of records produced before us for our verification; we are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. However, we are neither required to carry out nor have carried out any detailed examination of such accounts & records.

(vii) (a) According to the information and explanations given to us and as per the records of the company,

the company has been regular in depositing undisputed statutory dues including provident fund, income tax, wealth tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues with appropriate authorities during the six months ended 31^st March 2016.

(b) According to information and explanations given to us and the records of the company examined by us, dues of income tax, sales tax, service tax, custom duty, excise duty, value added tax and cess which have not been deposited on account of matters pending before appropriate authorities are as follows:

S. No	Name of the Statute	Nature of Dues	Year to which the amount relate	Forum where dispute is pending	Amount (in Lacs)
1.	Customs & Central Excise Act	Valuation of Goods	2002	High Court Bench at Aurangabad	4.32
2.	Customs & Central Excise Act	Valuation of Goods	2007	CESTAT, Mumbai	10.72
3.	Customs & Central Excise Act	CENVAT related matter	2008	Addl. Commissioner, Aurangabad	12.05
4.	Customs & Central Excise Act	CENVAT related matter	2009	Asstt. Commissioner, Ahmednagar	0.64
5.	Customs & Central Excise Act	Valuation of Goods	2002	Supreme Court, Delhi	6.50
6.	Customs & Central Excise Act	CENVAT Credit of Service Tax & Interest	2007	Commissioner, (Appeals), Pune	74.59
7.	Maharashtra Value Added Tax Act	Receipt of C & D forms related matter	2010	Tribunal	38.60

8.	Income Tax Act, 1961	Income Tax	Block Assessement from A.Y. 2005-06 to 2012-13	Income Tax Appellant Tribunal, Delhi	183.77
			Total		331.19

(viii) According to the information and explanations given to us and as per our verification of the records of the company, there had been delays in payment of installments and Interest on term loan to the banks during the six months ended. The same have been given in details in Note No. 2.31.

(ix According to the information and explanations given to us and as per our verification of the records of the Company, the Company has not raised moneys by way of initial public offer or further public offer (including Debt instruments). The term loans availed by the company have been applied for the purpose for which the loans were obtained.

(x) According to the information and explanations given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the six months ended 31^st March 2016.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion, and according to the information and explanations given to us, the company is not a Nidhi company. Therefore, the provisions of Clause 3 (xii) of the Order are not applicable to the Company.

(xiii) According to the information and explanations given to us and as per our verification of the records of the company all transactions with the related parties are in compliance with the Sections 177 and 188 of the Companies Act,2013 where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and as per our verification of the records of the company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the period under review. Accordingly, the provisions of Clause 3 (xiv) of the order are not applicable to the Company.

(xv) According to the information and explanations given to us and as per our verification of the records of the company, the company has not entered into any non-cash transactions with directors or persons connected with it. Accordingly, the provisions of Clause 3 (xv) of the order are not applicable to the Company.

(xvi) In our opinion, the company is not required to be registered under section 45-IA of the reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3 (xvi) of the order are not applicable to the Company.

For & on behalf of

Manoj Mohan & Associates

Chartered Accountants

ICAI Firm Regd. No. 009195C

Sd/-

(Manoj Kumar Agarwal)

Place : New Delhi (Partner)

Dated: 30th May, 2016 Membership No.: 76980

---

Sep 30, 2015

We have audited the accompanying Standalone financial statements of METALYST FORGINGS LIMITED (Formerly Known as Ahmednagar Forgings Limited) ("the company"), which comprise the balance sheet as at 30th September 2015, the statement of profit and loss & the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The company's board of directors is responsible for the matters specified 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 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 the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone 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 thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Standalone 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 Standalone 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 controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the company's directors, as well as evaluating the overall presentation of the 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 the balance sheet, of the state of affairs of the company as at September 30, 2015;

b) in the case of the statement of profit and loss, of the Loss for the year ended on that date; and

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in annexure - 1, a statement on the matters specified in paragraph 3 & 4 of the Order.

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

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

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

c) the balance sheet, the statement of profit and loss, and 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 30th September 2015, taken on record by the board of directors, none of the directors is disqualified as on 30th September 2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

i) The company has disclosed the impact of pending litigations on its financial position in its Standalone financial statements (Refer to no -2.27) .

ii) The company did not have any long-term contract including derivatives contract for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

Annexure 1 referred to under paragraph 1 of the Report on Other Legal and Regulatory Requirements of the Auditors' Report

Re: METALYST FORGINGS LIMITED (Formerly Known as Ahmednagar Forgings Limited) ('the Company')

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

(b) All the fixed assets have been physically verified by the management during the year. There is a regular program of verification, which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. As per the information/reports submitted by the company, no material discrepancies have been noticed on such verification.

(ii) (a) We have been informed that the inventory of stores and spares are physically verified during the year by the management on a continuous basis as per program of perpetual inventory. The inventories of other items have been physically verified at the year-end. The frequency of physical verification, in our opinion, is reasonable having regard to the size of the company and nature of its business.

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

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification by the management between the physical stock and book records, though not material, have been properly dealt with in the books of account and are not material.

(iii) (a) The Company during the year under report, has not granted unsecured loans and advances to its Subsidiaries, associates, joint ventures, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and nature of its business, with regard to the purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

(v) Since the company has not accepted any deposit from public, the provisions of section 73 to 76 and the rules framed there under with regard to filing of statutory returns as required under these provisions and the relevant rules are not applicable to the company.

(vi) We have broadly reviewed the cost records maintained by the company and report that prima-facie, the directions specified by the Central Government under sub-section (1) of section 148 of the Companies Act, with regard to maintenance of cost records have been complied with.

(vii) (a) According to the information and explanations given to us and as per the records of the company, the company has been regular in depositing undisputed statutory dues including provident fund, income tax, wealth tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues with appropriate authorities during the year.

(b) According to information and explanations given to us, the following dues of income tax, sales tax, wealth tax, service tax custom duty, excise duty, value added tax and cess Which have not been deposited on account of matters pending before appropriate authorities are as under:

(c) As per the information and explanations given to us and based on the records of the company produced to us, the company does not have any amount that is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Act and the rules made there under.

(viii) The company does not have accumulated losses as at the end of this financial year and has not incurred cash losses during the current financial year under report and also during the immediately preceding financial year.

(ix) According to the information and explanations given to us and as per our verification of the records of the company, there had been delays in payment of instalments and Interest of term loan to the bank/financial institution during the year. The amount overdue as on the date of balance sheet was Rs.15,724.94 Lacs Principal and Rs.4,172.03 Lacs interest with Average delay of less than 90 Days.

(x) According to the information and explanations given to us,the company has given corporate guarantee of Rs. 4,400.00 Lacs for the loans availed by Subsidiaries, associates, joint ventures and other group companies from banks and financial institutions and terms and conditions are not prejudicial to the interests of the company.

(xi) According to the information and explanations given to us, the term loans availed by the company have been applied for the purpose for which the loans 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 & on behalf of

Manoj Mohan & Associates

Chartered Accountants

ICAI Firm Regd. No. 009195C

Sd/-

(Manoj Kumar Agarwal)

Place: New Delhi (Partner)

Dated: 28th November, 2015 Membership No.: 76980

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Sep 30, 2014

We have audited the accompanying financial statements of Ahmednagar Forgings Limited ("the company") as at 30th September 2014, which comprise the Balance Sheet as at September 30, 2014; the Statement of Profit and Loss and the Cash Flow Statement for the year then ended; and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the financial Statements

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

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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) in the case of the Balance Sheet, of the State of Affairs of the Company as at September 30, 2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") 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") and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure, a statement on the matters specified in paragraphs

4 and 5 of the Order.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956, read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

e) On the basis of written representations received from the directors as on September 30, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on September 30, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

(b) As explained to us, fixed assets, according to the practice of the Company, have been physically verified by the management at reasonable intervals. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

(c) During the year, the company has not disposed off substantial part of the fixed assets, and the going concern status of the company is not affected.

(ii) (a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of physical verification is reasonable.

(b) The procedure for physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

(c) In our opinion, the company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material & the same have been properly dealt with in the books of accounts.

(iii) The Company, during the year under report, has given loans & advances to its subsidiary companies, associates and joint ventures, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(a) The balance at the end of the year and the maximum amount involved during the year was Rs. 20 Lacs and Rs. 20 Lacs respectively.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

(c) In respect of the loan granted to its subsidiaries, the loan is interest free and being repayable on demand are not overdue.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, consumable stores, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls Systems of the Company.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangement 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 & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 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 public deposits within the meaning and provisions of section 58A and 58AA of the companies Act, 1956.

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

(viii) The Central government has prescribed maintenance of cost accounting records under section 209 (1) (d) of the Companies Act, 1956. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax/VAT, custom duty, excise duty and cess were in arrears, as at 30th September, 2014 for a period of more than six months from the date they became payable.

(c) The disputed statutory dues aggregating to Rs.148.63 lacs not deposited on account of matters being pending before appropriate authorities are given here under:

S. Name of the Statute Nature of Year to which No Dues the amount relate

1. Customs & Valuation of 2002 Central Excise Act Goods

2. Customs & Valuation of 2007 Central Excise Act Goods

3. Customs & CENVAT 2008 Central Excise Act related matter

4. Customs & CENVAT 2009 Central Excise Act related matter

5. Customs & Valuation of 2002 Central Excise Act Goods

6. Customs & CENVAT 2007 Central Excise Act Credit of Service Tax & Interest

7. Income Tax Act, Income Tax Block Assessement 1961 from A.Y. 2005-06 to 2011-12

Name of the Statute Forum where Amount dispute is pending (in Lacs)

Customs & Central Excise Act High Court Bench at 4.32 Aurangabad

Customs & Central Excise Act CESTAT, 10.72 Mumbai

Customs & Addl. Commissioner, 12.05 Central Excise Act related matter

Customs & Asstt. Commissioner, 0.64 Central Excise Act Ahmednagar

Customs & High Court, 6.50 Central Excise Act Mumbai

Customs & Commissioner, 74.59 Central Excise Act (Appeals), Pune

Income Tax Act, Income Tax 39.81 1961 to 2011-12 Appellant Tribunal, Delhi

Total 148.63

(x) The company does not have accumulated losses for the year ended 30th September, 2014. Further, it has not incurred any cash loss in current financial year or 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, financial institutions or debenture holders.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the company. The company, however, is maintaining proper records of transactions and contracts in respect of long term investment made by it and timely entries have been made therein. Further, all the securities including shares, debentures and other investments have been held by the company in its own name.

(xv) The company has not given guarantees for loans taken by others from Banks or Financial Institutions.

(xvi) According to the information and explanation given to us, in our opinion, term loan availed by the company were, prima facie, applied by the company during the year under report for the purpose for which the term loans were obtained, other than temporary deployment pending applications.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment and no long term funds have been used to finance short term assets except permanent working capital.

(xviii) According to the information & explanation given to us, the company, during the year under report, has not made any preferential allotment, to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The company has not issued any debentures during the year and therefore the question of creating security / charge does not arise.

(xx) According to information and explanation given to us and the records of the company examined by us, the Company has not raised any money by 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 course of our audit.

For & on behalf of

Manoj Mohan & Associates

Chartered Accountants ICAI Firm Regd. No. 009195C

Sd/-

(Manoj Kumar Agarwal)

Place of Signature : New Delhi (Partner)

Dated : 24th November, 2014 Membership No.: 76980

---

Sep 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Ahmednagar Forgings Limited ("the company") as at 30th September 2013, which comprise the Balance Sheet as at September 30, 2013; the Statement of Profit and Loss and the Cash Flow Statement for the 15 months period 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at September 30, 2013;

b) in the case of Statement of Profit and Loss, of the profit for the 15 months period ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the 15 months period ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure, a statement on the matters specified in 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 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 and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts;

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

e) On the basis of written representations received from the directors as on September 30, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on September 30, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT REFERRED TO IN POINT 1 OF PARAGRAPH 5 OF OUR REPORT OF EVEN DATE OF AHMEDNAGAR FORGINGS LIMITED FOR THE 15 MONTHS PERIOD ENDED 30th SEPTEMBER 2013

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

(b) As explained to us, fixed assets, according to the practice of the Company, have been physically verified by the management at reasonable intervals. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

(c) During the period, the company has not disposed off substantial part of the fixed assets, and the going concern status of the company is not affected.

(ii) (a) The inventories have been physically verified during the period by the management. In our opinion, the frequency of physical verification is reasonable.

(b) The procedure for physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

(c) In our opinion, the company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material & the same have been properly dealt with in the books of accounts.

(iii) The Company, during the period under report, has neither given nor taken loan from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence, clause no. iii (a), (b), (c) (d), (e), (f) & (g) are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, consumable stores, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls Systems of the Company.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangement 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 & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted public deposits within the meaning and provisions of section 58A and 58AA of the companies Act, 1956.

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

(viii) The Central government has prescribed maintenance of cost accounting records under section 209 (1) (d) of the Companies Act, 1956. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax/VAT, custom duty, excise duty and cess were in arrears, as at 30th September, 2013 for a period of more than six months from the date they became payable.

(c) The disputed statutory dues aggregating to Rs. 367.28 lacs not deposited on account of matters being pending before appropriate authorities are given here under:

S. Name of the Statute Nature of Year to which Forum where Amount No Dues the amount relate dispute is pending (in Lacs)

1. Customs & Valuation of 2002 High Court Bench at 4.32 Central Excise Act Goods Aurangabad

2. Customs & Valuation of 2007 CESTAT, 10.72 Central Excise Act Goods Mumbai

3. Customs & CENVAT 2008 Addl. Commissioner, 12.05 Central Excise Act related matter Aurangabad

4. Customs & CENVAT 2009 Dy. Commissioner, 0.64 Central Excise Act related matter Ahmednagar

5. Customs & Valuation of 2002 Supreme Court, 6.50 Central Excise Act Goods Delhi

6. Customs & CENVAT 2007 Commissioner, 74.59 Central Excise Act Credit of (Appeals), Pune Service Tax & Interest

7. Income Tax Act, Income Tax Block Assesse ment Income Tax 258.46 1961 Goods from A.Y. 2005-06 Appellant to 2011-12 Tribunal, Delhi

Total 367.28

(x) The company does not have accumulated losses for the period 15 months end 30th September, 2013. Further, it has not incurred any cash loss in current financial period or 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, financial institutions or debenture holders.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the company. The company, however, is maintaining proper records of transactions and contracts in respect of long term investment made by it and timely entries have been made therein. Further, all the securities including shares, debentures and other investments have been held by the company in its own name.

(xv) The company has not given guarantees for loans taken by others from Banks or Financial Institutions.

(xvi) According to the information and explanation given to us, in our opinion, term loan availed by the company were, prima facie, applied by the company during the period under report for the purpose for which the term loans were obtained, other than temporary deployment pending applications.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment and no long term funds have been used to finance short term assets except permanent working capital.

(xviii) According to the information & explanation given to us, the company, during the period under report, has not made any preferential allotment, to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The company has not issued any debentures during the period and therefore the question of creating security/ charge does not arise.

(xx) According to information and explanation given to us and the records of the company examined by us, the Company has not raised any money by public issue during the period.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For & on behalf of

M anoj Mohan & Associates

Chartered Accountants

Firm Regn. No. 009195C

Sd/-

(Manoj Kumar Agarwal)

Place : New Delhi (Partner)

Dated: 29th November, 2013 Membership No.: 76980

---

Jun 30, 2010

We have audited the attached Balance Sheet of Ahmednagar Forgings Limited as at 30th June 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India (Indian GAAP). 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.

As required by the Companies (Auditors Report) Order, 2003 (as amended) by the companies (Auditors Report) (amended) order, 2004 (together the order) 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 paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to 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 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 appears from our examination of those books.

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

(iv) In our opinion, the Balance Sheet, Profit and 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;

(v) On the basis of written representations received from the directors, as on 30th June 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th June 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) 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 the Balance Sheet, of the state of affairs of the Company as at 30th June 2010;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE OF AHMEDNAGAR FORGINGS LIMITED FOR THE YEAR ENDED 30™ JUNE 2010

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

(b) As explained to us, fixed assets, according to the practice of the Company, have been physically verified by the management at reasonable intervals. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

(c) During the year, the Company has not disposed off any substantial part of the fixed assets and the going concern status of the Company is not affected.

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

(b) The procedure for physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company, during the year under report, has neither given nor taken loan from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence, clause no. iii (a), (b), (c) (d), (e), (f) & (g) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, Fixed Assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 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) In our opinion and according to the information and explanation given to us, the Company has complied with all the provisions of section 58A and 58AA and any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to deposits accepted from public. No order has been passed by the Company Law Board, Reserve Bank of India, National Company Law Tribunal or any other Court or any Tribunal.

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

(viii) The Central government has prescribed maintenance of cost accounting records under section 209 (1) (d) of the Companies Act, 1956 in respect of certain machining activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been properly maintained.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax/ VAT, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax / VAT, custom duty, excise duty and cess were in arrears, as at 30th June 2010 for a period of more than six months from the date they became payable.

(c) The disputed statutory dues aggregating to Rs.134.87 Lacs, that have not been deposited on account of matters pending before appropriate authorities are as under:

S. Name of the Statute Nature of Year to which No Dues the amount relate

1. Customs & Valuation of 2006 Central Excise Act Goods

2. Customs & Scrap at Job 2002 Central Excise Act Workers end

3. Customs & Valuation of 2007 Central Excise Act Goods

4. Customs & CENVAT 2008 Central Excise Act related matter

5. Customs & CENVAT 2010 Central Excise Act related matter

6. Customs & CENVAT 2007 Central Excise Act Credit of Service Tax & Interest

7. Customs & Valuation of 2002 Central Excise Act Goods 2008

8. Customs & CENVAT 2007 Central Excise Act related matter

Total



Name of the Statue Forum where Amount dispute is pending (Rs. in Lacs)

Customs & Central Excise Act Jt. Commissioner, 18.35 Aurangabad

Customs & Central Excise Act High Court Bench at 4.32 Aurangabad

Customs & Central Excise Act CESTAT, Mumbai 3.85

Customs & Central Excise Act Addl. Commissioner, 12.05 Aurangabad

Customs & Central Excise Act Dy. Commissioner, 0.27 Ahmednagar

Customs & Central Excise Act Commissioner (Appeals), 81.77 Pune

Customs & Central Excise Act Supreme Court, Delhi 7.90 Asst. Commissoner, 0.92 Pune

Customs & Central Excise Act Asst. Commissoner, 5.44 Pune

Total 134.87

(x) The Company has no accumulated losses and has not incurred any cash loss during the year under report or 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 financial institutions, banks or debenture holders.

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

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause of 4(xiii) of the Companies (Auditors Report) Order, 2004 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company. The Company, however, is maintaining proper records of transactions and contracts in respect of long term investment made by it and timely entries have been made therein. Further, all the securities including shares, debentures and other investments have been held by the Company in its own name.

(xv) The Company has not given guarantees for loans taken by others from Banks or Financial Institutions.

(xvi) According to the information & explanation given to us, in our opinion, term loan availed by the Company were, prima facie, applied by the Company during the year under report for the purpose for which the term loans were obtained, other than temporary deployment pending applications.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment and no long term funds have been used to finance short term assets except permanent working capital.

(xviii) According to the information & explanation given to us, the Company, during the year under report, has made preferential allotment of 18,30,000 equity shares of Rs.10/- each at a premium of Rs.37/- per shares against warrants issued by it in the earlier years, to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information given to us, and the record of the Company examined by us, the Company has not issued any debentures.

(xx) According to the information and explanation given to us and the record of the Company examined by us, the Company has not raised any money by 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 course of our audit.

For & on behalf of Manoj Mohan & Associates

Chartered Accountants Firm Regn. No. 009195C

Sd/- (M. K. Aggarwal)

Place : New Delhi (Partner)

Date : 24th November, 2010 Membership No.: 76980

---

Jun 30, 2009

We have audited the attached Balance Sheet of Ahmednagar Forgings Limited as at 30th June 2009, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India (Indian GAAP). 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.

As required by the Companies (Auditors Report) Order, 2003 (as amended) by the companies (Auditors Report) (amended) order, 2004 (together the order) 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 paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to 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 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 appears from our examination of those books.

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

(iv) In our opinion, the Balance Sheet, Profit and 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;

(v) On the basis of written representations received from the directors, as on 30th June 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th June 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) 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 the Balance Sheet, of the state of affairs of the Company as at 30th June 2009;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE OF AHMEDNAGAR FORGINGS LIMITED FOR THE YEAR ENDED 30TH JUNE 2009

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

(b) As explained to us, fixed assets, according to the practice of the Company, have been physically verified by the management at reasonable intervals. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

(c) During the year, the company has not disposed off any substantial part of the fixed assets and the going concern status of the company is not affected.

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

(b) The procedure for physical verification of 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 is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company, during the year under report, has neither given nor taken loan from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence, clause no. iii (a), (b), (c) , (d), (e), (f) & (g) are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, Fixed Assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 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) In our opinion and according to the information and explanation given to us, the company has complied with all the provisions of section 58A and 58AA and any other relevant provision of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to deposits accepted from public. No order has been passed by the Company Law Board, Reserve Bank of India, National Company Law Tribunal or any other Court or any Tribunal.

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

(viii) The Central government has prescribed maintenance of cost accounting records under section 209 (1) (d) of the Companies Act, 1956 in respect of certain machining activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been properly maintained.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax/ VAT, wealth tax, service tax, custom duty, excise duty, cess , fringe benefit tax and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax / VAT, custom duty, excise duty, cess and fringe benefit tax were in arrears, as at 30th June 2009 for a period of more than six months from the date they became payable.

(c) The disputed statutory dues aggregating to Rs.134.87 Lacs, that have not been deposited on account of matters pending before appropriate authorities are as under:

S. Name of the Statute Nature of Year to which No Dues the amount relate

1. Customs & Valuation of 2006 Central Excise Act Goods

2. Customs & Scrap at Job 2002 Central Excise Act Workers end

3. Customs & Valuation of 2007 Central Excise Act Goods

4. Customs & CENVAT 2008 Central Excise Act related matter

5. Customs & CENVAT 2009 Central Excise Act related matter 6. Customs & CENVAT 2007 Central Excise Act Credit of Service Tax & Interest

7. Customs & Valuation of 2002 Central Excise Act Goods 2008

8. Customs & CENVAT 2007 Central Excise Act related matter

Total



Name of the Statue Forum where Amount dispute is pending (Rs. in Lacs)

Customs & Central Excise Act Jt. Commissioner, 18.35 Aurangabad

Customs & Central Excise Act High Court Bench at 4.32 Aurangabad

Customs & Central Excise Act CESTAT, Mumbai 3.85

Customs & Central Excise Act Addl. Commissioner, 12.05 Aurangabad

Customs & Central Excise Act Dy. Commissioner, 0.27 Ahmednagar

Customs & Central Excise Act Commissioner (Appeals), 81.77 Pune

Customs & Central Excise Act Supreme Court, Delhi 7.90

Asst. Commissoner, 0.92 Pune

Customs & Central Excise Act Asst. Commissoner, 5.44 Pune

Total 134.87

(x) The company has no accumulated losses and has not incurred any cash loss during the year under report or 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 financial institutions, banks or debenture holders.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause of 4(xiii) of the Companies (Auditors Report) Order, 2004 (as amended) are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the company. The company, however, is maintaining proper records of transactions and contracts in respect of long term investment made by it and timely entries have been made therein. Further, all the securities including shares, debentures and other investments have been held by the company in its own name.

(xv) The company has not given guarantees for loans taken by others from Banks or Financial Institutions.

(xvi) According to the information & explanation given to us, in our opinion, term loan availed by the company were, prima facie, applied by the company during the year under report for the purpose for which the term loans were obtained, other than temporary deployment pending applications.

(xvii) According to the information & explanation given to us, the company, during the year under report, has not made preferential allotment of shares/warrants to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xviii) According to the information and explanation given to us, and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment and no long term funds have been used to finance short term assets except permanent working capital.

(xix) According to the information given to us, and the record of the company examined by us, the company has not issued any debentures.

(xx) According to the information and explanation given to us and the record of the company examined by us, the company has not raised any money by 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 course of our audit.

For & on behalf of Manoj Mohan & Associates Chartered Accountants

Sd/-

(M. K. Aggarwal)

Place: New Delhi (Partner)

Date : 2nd December, 2009 Membership No.: 76980