Auditor Report of Rajesh Malleables Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of RAJESH MALEABLES LTD, which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial 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 accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 read with General Circular 8/2014 dated April 4, 2014 issued by the Ministry of Corporate Affairs.

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 financial statements give the information required by the Companies Act, 1956 ("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 March 31, 2014;

(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 flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in Paragraphs 4 and S of the Order,

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956, read with General Circular 8/2014 dated April 4, 2014 issued by the Ministry of Corporate Affairs;

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

Annexure referred to in paragraph 1 of our report of even date Re: RAJESH MALEABLES LTD

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

No material discrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(ii) (a) The inventory has been physically verified by the management during the year except good in transit and material with third parties. In our opinion, the frequency of such physical verification is reasonable.

(b) 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.

(d) The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of inventories were not material, and have been properly dealt with in the book of accounts.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans (except on account short-term payments), secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (g) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company and hence not commented upon.

(b) According to the information and explanations given to us, the Company has taken loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The aggregate of loan outstanding from one such person as on the last day of the year is Rs Nil. The rate of Interest and the terms of repayment are not stipulated and -T. other terms and conditions are not prima facie prejudicial to the interest of the company.

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

(v) (a) According to the information and explanations provided by the management, we are of the opinion that transactions that need to be entered into the register maintained under section 301 have been so entered.

(b) In respect of transactions with parties with whom transaction exceeding value of Rs 5 Lacs have been entered into during the period, are at the prices which are reasonable having regard to the prevailing market prices at the relevant time, except in case of transactions where we are unable to comment owing to the unique and specialized nature of the items and absence of any

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year,

(xx) The Company has not raised any money through a public issue during the year,

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

For S.MANDAWAT & CO. Firm Registration No. 118330W Chartered Accountants

SUBHASH K MANDAWAT PARTNER Membership No.: 102708

Place: Ahmedabad

Date: May 30th, 2014

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Mar 31, 2013

1. We have audited the attached Balance Sheet of Rajesh Malleables Limited as at March 31, 2013, the statement of Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

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

(b) In our opinion, the Balance Sheet, the Profit and Loss Account and the 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;

(c) On the basis of written representations received from the directors as on March 31,2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31,2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

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

(b) in the case of the Statement of Profit and Loss Account, 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.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 3 of our report of even date on the accounts of Rajesh Malleables Limited for the period ended on March 31, 2013)

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situations of its fixed assets other than dead stock and vehicles and details of accumulated depreciation.

(b) As explained to us, the fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies have been noticed by the management on such verification.

(c) In our opinion and according to the information and explanations given to us, the going concern concept status of the company has affected due to disposal / discarding of its unviable assets in previous years though Company has already commenced other activities.

2. (a) As informed to us, there are no inventories at the end of the year therefore the clause is not applicable during the year under review.

(b) In our opinion and according to the information and explanations given to us, clause 2(b) is not applicable to the company during the year under review.

(c) In our opinion and according to the information and explanations given to us, clause 2(c) is not applicable to the company during the year under review.

3. (a) The Company has not taken unsecured loans from a director covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, clause 3(b) is not applicable to the company during the year under review.

(c) In our opinion and according to the information and explanations given to us, clause 3(c) is not applicable to the company during the year under review.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to 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 failure to correct any weaknesses in internal controls system of the company.

5. According to the information and explanations given to us, there is no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clause 4(v)(b) of the order is not applicable.

6. During the year under consideration the Company has not accepted any deposit hence, there is no violation of the section 58A and 58AA of the Companies Act, 1956 during the financial year 2012-13.

7. The Company has in house an internal audit system during the year.

8. As reported to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 for any products of the Company for the year under review.

9. As per the information and explanations given to us, the Company is in the process of regularizing in depositing undisputed statutory dues in respect of provident fund, family pension fund, administrative charges of provident fund, employees'' state insurance, investor education and protection fund, sales-tax, tax deducted at source, professional tax, welfare fund and service tax etc. The extent of the arrears as at March 31,2013 for a year of more than six months from the date they became payable are aggregating to Rs. 3039860/- as against such arrears of Rs.3039860/- as on March 31, 2012.

10. According to the information and explanations given to us, there are no disputed amounts payable in respect of income-tax, wealth-tax, custom duty, service tax, excise duty and Cess in arrears, as at March 31, 2013 for a year of more than six months from the date they became payable.

11. The accumulated losses of the Company at the end of the financial period are less than net worth of the company. The net worth of the company is positive. The Company has incurred cash loss during the year under review however the Company has not incurred cash loss in immediately preceding year.

12. There is no outstanding secured / unsecured loan from a bank and a financial institution during the year under review therefore the respective clause of the order is not applicable to the company during the year under review.

13. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

15. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments except long term investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company during the year under review.

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

17. During the year, the Company has not obtained any term loan.

18. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, no funds have been raised on short-term basis from banks and financial institution during the year under review.

19. During the year, the Company has not made any preferential allotment of equity shares.

20. During the year, no debentures have been issued by the Company and hence the question of creating security or charge in respect thereof does not arise.

21. During the year, the Company has not raised money by way of public issue.

22. 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.

S. Mandawat & Co.

Chartered Accountant

Subhas K. Mandawat

(Partner)

Place : Ahmedabad Membership No.: 102708

Date : 28th May, 2013 FRN 118330W

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Dec 31, 2010

1. We have audited the attached Balance Sheet of Rajesh Malleables Limited as at December 31,2010 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on December 31, 2010, both annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

(c) In our opinion, the Balance Sheet, the Profit and Loss Account and the 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.

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

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

(a) in the case of the Balance Sheet, of the state affairs of the Company as at December 31,2010.

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date on the accounts of Rajesh Malleables Limited for the period ended on December 31, 2010)

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situations of its fixed assets other than dead stock and vehicles and details of accumulated depreciation.

(b) As explained to us, the fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies have been noticed by the management on such verification except.

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off substantial part of the fixed assets except discarded assets during the period and hence the going concern concept status of the company is not affected.

2. (a) As informed to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification of inventories as compared to the book records.

3. (a) The Company has taken unsecured loans from a director covered in the register maintained under Section 301 of the Companies Act, 1956, the maximum amount involved during the year was Rs.16,71,655/ and period end balance was of Rs. 5,26,655/-.

(b) In our opinion, the terms and conditions of unsecured loans taken from the companies and from a director covered in the register maintained under Section 301 of the Companies Act, 1956, are not prima facie prejudicial to the interest of the Company,

(c) As regards the loans received the Company it has repaid all outstanding dues of secured loans, whereas in case of unsecured loans since no repayment is due, there are no irregularities noticed during the year under review.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have observed continuing failure to correct major weaknesses in internal controls system of the company.

5. According to the information and explanations given to us, there is no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clause 4(v)(b) of the order is not applicable.

6. During the year under consideration the Company has not accepted any deposit hence, there is no violation of the section 58A and 58AA of the Companies Act, 1956 during the financial year 2010-2011.

7. The Company has in house an internal audit system during the year.

8. The maintenance of cost records has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 for any products of the Company for the year under review.

9. As per the information and explanations given to us, the Company is in the process of regularizing in depositing undisputed statutory dues in respect of provident fund, family pension fund, administrative charges of provident fund, employees' state insurance, investor education and protection fund, sales-tax, tax deducted at source, professional tax, welfare fund and service tax etc. The extent of the arrears as at December 31,2010 for a year of more than six months from the date they became payable are aggregating to Rs. 3039860/- as against such arrears of Rs.3945710/- as on March 31, 2010.

10. According to the information and explanations given to us, there are no disputed amounts payable in respect of income- tax, wealth tax, custom duty, service tax, excise duty and Cess in arrears, as at December 31,2010 for a year of more than 6 months from the date they became payable.

11. The accumulated losses of the Company at the end of the financial period are less than net worth of the Company. The net worth of the company became positive. The company is registered as a sick industrial company, as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985. The company going to file an application to BIFR for de-registration of case.

12. The Company has not defaulted in repayment of dues of a bank and a financial institution as the company has already arrived at settlement/ assignment with such banks and financial institution.

13. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

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

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

17. During the year, the Company has not obtained any term loan. However, the unsecured loan are converted in to secured loan by way of mortgage of land.

18. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, no funds have been raised on short-term basis from banks and financial institutions during the year under review

19. During the year, the Company has made preferential allotment of five lacks equity shares to non promoters.

20. During the year, no debentures have been issued by the Company and hence the question of creating security or charge in respect thereof does not arise.

21. During the year, the Company has not raised money by way of public issue.

22. 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.

S.Mandawat & Co.

Place : Ahmedabad Chartered Accountants

Date : 8th January, 2011 Subhash K. Mandawat

(Partner)

Membership No. 10270

FRN 118330W

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Mar 31, 2010

1.AS a March 31,2011 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on March 31 2010 both annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis evidence supporting the amounts and disclosures in the financial statements An audit also mcludes 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 tor our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 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 hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

(c) In our opinion, the Balance Sheet, the Profit and Loss Account and the 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;

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

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

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

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date on the accounts of Rajesh Malleables Limited for the year ended on March 31, 2010)

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situations of its fixed assets other than dead stock and vehicles and details of accumulated depreciation.

(b) As explained to us, the fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies have been noticed by the management on such verification except.

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off substantial part of the fixed assets except discarded assets during the year and hence the going concern concept status of the company is not affected.

2. (a) As informed to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification of inventories as compared to the book records.

3. (a) The Company has taken unsecured loans from two companies and a director covered in the register maintained under Section 301 of the Companies Act, 1956, the maximum amount involved during the year was Rs.8,80,17,384/- and year end balance was of Rs. 8,80,17,384/-.

(b) In our opinion, the terms and conditions of unsecured loans taken from the companies and from a director covered in the register maintained under Section 301 of the Companies Act, 1956, are not prima facie prejudicial to the interest of the Company,

(c) As regards the loans received the Company it has repaid all outstanding dues of secured loans, whereas in case of unsecured loans since no repayment is due, there are no irregularities noticed during the year under review.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have observed continuing failure to correct major weaknesses in internal controls system of the company.

5. According to the information and explanations given to us, there is no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clause 4(v)(b) of the order is not applicable.

6. During the year under consideration the Company has not accepted any deposit hence, there is no violation of the section 58A and 58AA of the Companies Act, 1956 during the financial year 2009-10.

7. The Company has in house an internal audit system during the year.

8. The maintenance of cost records has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 for any products of the Company for the year under review.

9. As per the information and explanations given to us, the Company is in the process of regularizing in depositing undisputed statutory dues in respect of provident fund, family pension fund, administrative charges of provident fund, employees state insurance, investor education and protection fund, sales-tax, tax deducted at source, professional tax, welfare fund and service tax etc. The extent of the arrears as at March 31,2010 for a year of more than six months from the date they became payable are aggregating to Rs. 3945710/- as against such arrears ofRs. 5716817/- as- on March 31, 2009 .

10. According to the information and explanations given to us, there are no disputed amounts payable in respect of income-tax, wealth-tax, custom duty, service tax, excise duty and Cess in arrears, as at March 31, 2010 for a year of more than six months from the date they became payable.

11. The accumulated losses of the Company at the end of the financial year are more than net worth of the company. The company is registered as a sick industrial company, as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985,

12. The Company has not defaulted in repayment of dues of a bank and a financial institution as the company has already arrived at settlement/ assignment with such banks and financial institution.

13. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

15. 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 are not applicable to the Company.

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

17. During the year, the Company has not obtained any term loan. However, the unsecured loan are converted in to secured loan by way of mortgage of land.

18. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, no funds have been raised on short-term basis from banks and financial institution during the year under review.

19. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

20. During the year, no debentures have been issued by the Company and hence the question of creating security or charge in respect thereof does not arise.

21. During the year, the Company has not raised money by way of public issue.

22. 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.

(S. Mandawat & Co.)

Chartered Accountants

Membership No.102708

FRN 118330W

Place: Ahmedabad

Date: 11th August, 2010

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Mar 31, 2009

1. We have audited the attached Balance Sheet of Rajesh Malleables Limited as at March 31,2009 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on March 31, 2009, both annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

(c) In our opinion, the Balance Sheet, the Profit and Loss Account and the 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.

(d) On the basis of written representations received from the directors as on March 31,2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31,2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(e) In our opinion and to the best of our information and according to the explanations given to us, they said accounts read together with other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) in the case of the Balance Sheet, of the state affairs of the Company as at March 31,2009.

(b) in the case of the Profit and Loss Account, 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.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date on the accounts of Rajesh Malleables Limited for the year ended on March 31, 2009)

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situations of its fixed assets other than dead stock and vehicles and details of accumulated depreciation.

(b) As explained to us, the fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies have been noticed by the management on such verification.

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off substantial part of the fixed assets during the period and hence the going concern concept status of the company is not affected.

2. (a) As informed to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification of inventories as compared to the book records.

3. (a) The Company has taken unsecured loans from two companies and a director covered in the register maintained under Section 301 of the Companies Act, 1956, the maximum amount involved during the year was Rs.7,78,79,323/ and yearend balance was of Rs.7,70,34,948/-.

(b) In our opinion, the terms and conditions of unsecured loans taken from the companies and from a director covered in the register maintained under Section 301 of the Companies Act, 1956, are not prima facie prejudicial to the interest of the Company,

(c) As regards the loans received the Company it has repaid all outstanding dues of secured loans, whereas in case of unsecured loans since no repayment is due, there are no irregularities noticed during the year under review.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have observed continuing failure to correct major weaknesses in internal controls system of the company.

5. According to the information and explanations given to us, there is no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clause 4(v)(b) of the order is not applicable.

6. During the year under consideration the Company has not accepted any deposit hence, there is no violation of the section 58A and 58AA of the Companies Act, 1956 during the financial year 2008-2009.

7. The Company has in house an internal audit system during the year.

8. The maintenance of cost records has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 for any products of the Company for the year under review.

9. (a) As per the information and explanations given to us, the Company is regular in depositing undisputed statutory dues in respect of provident fund, family pension fund, administrative charges of provident fund, employees' state insurance, investor education and protection fund, sales-tax, tax deducted at source, professional tax, welfare fund and service tax etc. The extent of the arrears as at March 31,2009 for a period of more than six months from the date they became payable are aggregating to Rs.5,716,817/- as against such arrears of Rs.15,924,373/- as on March 31,2008.

10. According to the information and explanations given to us, there are no disputed amounts payable in respect of income- tax, wealth tax, custom duty, service tax, excise duty and Cess in arrears, as at March31,2009 for a year of more than 6 months from the date they became payable.

11. The accumulated losses of the Company at the end of the financial period are more than 100% of the net worth of the Company. .The company is registered as a sick industrial company, as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985.

12. The Company has not defaulted in repayment of dues of a bank and a financial institution as the company has already arrived at settlement/assignment with such banks and financial institution.

13. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

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

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

17. During the year, the Company has not obtained any term loan except assignment of debts.

18. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, no funds have been raised on short-term basis from banks and financial institutions during the year under review

19. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

20. During the year, no debentures have been issued by the Company and hence the question of creating security or charge in respect thereof does not arise.

21. During the year, the Company has not raised money by way of public issue.

22. 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.

S.Mandawat & Co.

Place : Ahmedabad Chartered Accountants

Date : 12th August, 2009 Subhash K. Mandawat (Partner)

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Mar 31, 2008

1. We have audited the attached Balance Sheet of Rajesh Malleables Limited as at March 31,2008 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the period ended on March 31, 2008, both annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

(b) Subject to Note No7 and Note No. 18 in Schedule XIX, regarding non-provision of accrued liability for gratuity, as the Company accounts for the same on cash basis, 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Profit and Loss Account and the 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, subject to Note no. 4, and Note No. 7 in schedule XIX, the effects of which on the profit for the period could not be determined.

(e) On the basis of written representations received from the directors as on March 31,2008 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31,2008 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) Attention is invited to the following notes in Schedule XIX:

Note No. 2 (a) & (b): regarding the accounts of the Company prepared on going concern basis under the circumstances as stated in the note.

Note No. 3 (a): regarding non-provision for diminution in the value of investments in shares of subsidiary company amounting to Rs.1,00,000/- and in shares of its associate company amounting to Rs.10,000/- Note No. 4: regarding non recognition of impairment loss as at March 31, 2008 as the Company has not ascertained the same.

Note No. 5: regarding non-provision of interest and interest on interest on secured/unsecured loans amounting to Rs.7,26,16,908/-including Rs.1,20,55,011/- for the current period for the reasons stated in the note.

Note No. 6: regarding non-provision of interest/penalty of sales-tax dues amounting to Rs9,32,36,951/- for the reasons stated in the note.

Note No. 7: regarding non-provision of gratuity to employees amounting to Rs8,40,856/-, as the Company accounts for the same on cash basis.

Note No. 8: regarding not obtaining of confirmations from secured loans, unsecured loans, sundry debtors, loans & advances, bank balances & current liabilities for amounts due to them/ from them.

Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) in the case of the Balance Sheet, of the state of the affairs of the Company as at March 31,2008;

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

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date on the accounts of Rajesh Malleables Limited for the period ended on March 31, 2008)

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situations of its fixed assets other than dead stock and vehicles and details of accumulated depreciation.

(b) As explained to us, the fixed assets have been physically verified by the management during the period. We are informed that no material discrepancies have been noticed by the management on such verification.

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off substantial part of the fixed assets during the period and hence the going concern concept status of the company is not affected. However, attention is invited to Note Nos. 2(a) and 7 of schedule XIX with respect to going concern concept.

2.(a) As informed to us, the inventories have been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification of inventories as compared to the book records.

3.(a) The Company has taken unsecured loans from two companies and a director covered in the register maintained under Section 301 of the Companies Act, 1956, the maximum amount involved during the period was Rs.4,48,05,938/ and period end balance was of Rs. 4,31,47,938/-.

(b) In our opinion, the terms and conditions of unsecured loans taken from the companies and from a director covered in the register maintained under Section 301 of the Companies Act, 1956, are not prima facie prejudicial to the interest of the Company, and no interest is provided by the Company as stated in Note No.5 of the Schedule XIX.

(c) As regards the unsecured loans received the Company is not regular in repayment of principal amount and the loan granted to the subsidiary company, the subsidiary company has repaid the outstanding loan amount during the year ended on 31.3.2008.

(d) We are unable to comment as to whether reasonable steps have been taken by the Company for payment of principal. In regard to interest on loan, attention is invited to Note No. 5 of Schedule XIX of the Notes on Accounts. In regard to loan granted to the subsidiary company, as stated in (b) above, the company has repaid the outstanding loan during the year ended 31.3.2008.

4. In our opinion and according to the information and explanations given to us, there are no adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have observed continuing failure to correct major weaknesses in internal controls system of the company.

5. According to the information and explanations given to us, there is no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clause 4(v)(b) of the order is not applicable.

6. The Company has not complied with the provisions of Sections 58A and 58AA of the Act and other relevant provision of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public amounting to Rs.2,37,19,985 /-. Further as the information and explanation provided by the company there are no stipulated terms and conditions for repayment of the unsecured loans accepted from various parties by the company.

7. The Company has in house an internal audit system during the period.

8. The maintenance of cost records has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 for any products of the Company for the period under review.

9. (a) As per the information and explanations given to us, the Company is not regular in depositing undisputed statutory dues in respect of provident fund, family pension fund, administrative charges of provident fund, employees' state insurance, investor education and protection fund, sales-tax, tax deducted at source, professional tax, welfare fund and service tax etc. The extent of the arrears as at March 31,2008 for a period of more than six months from the date they became payable are as under:

Nature of dues Amount (Rs.)

Provident Fund 27,27,237/-

Family Pension Fund 35,40,100/-

Provident Fund Admn. Charges 5,26,394/-

Investor Education Fund 76,819/-

Unpaid Dividend Accounts 998/-

Sales-tax & CST 33,95,761/-

Tax deducted at source (total) 7,10,388/-

Professional Tax 4,97,945/-

Excise Duty 29,29,004/-

E.D.L.I. Company's Contribution 49,973/-

E.S.I. Company's Contribution 10,18,465/-

Municipal Tax 174902/-

Unpaid Fridge benefit tax 276751/-

(b) According to the information and explanations given to us, there are no disputed amounts payable in respect of income-tax, wealth-tax, custom duty, service tax, excise duty and Cess in arrears, as at March 31, 2008 for a period of more than six months from the date they became payable except sales tax amounting to Rs.9,32,36,951/ attention is invited to Note No.6 of Schedule XX.

10. The accumulated losses of the Company at the end of the financial period are Rs.19,48,11,203/-. The net worth of the company has eroded and has a negative net worth of Rs16,48,12703/- The company is registered as a sick industrial unit, as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985.

11. The Company has defaulted in repayment of dues of a bank and a financial institution. Attention is invited to Notes No. 2 (b) and 6 of Schedule – XIX. However the company has settle majority of secured lenders after 31/03/2008.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

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

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

16. During the period, the Company has not obtained any term loan.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, no funds raised on short-term basis have been used for long-term investment.

18. During the period, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. During the period, no debentures have been issued by the Company and hence the question of creating security or charge in respect thereof does not arise.

20. During the period, the Company has not raised money by way of public issue.

21. 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.

Place : Ahmedabad S.Mandawat & Co.

Date : 14th August, 2008 Chartered Accountants

Subhash K. Mandawat (Partner)

(MEMBERSHIP NO.102708)