Auditor Report of Rathi Graphic Technologies Ltd.

Mar 31, 2015

1. Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Rathi Graphic Technologies Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Profit and Loss Statement, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that 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.

3. Auditors Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

4. 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 31st March, 2015, and its profit and its cash flows for the year ended on that date.

5. 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 Section 143 (11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 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 Profit and Loss Statement, 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 the written representations received from the directors as on 31st March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of Section 164 (2) of the Act.

f) The Company has adequate internal financial controls system in place and in our opinion the same is operating effectively.

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

(i) There is no pending litigations against the Company as on 31st March, 2015.

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

(iii) There is no amount to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Act and rules made there under.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Rathi Graphic Technologies Limited on the accounts of the Company for the year ended 31st March, 2015

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

b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

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

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 on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. There was no material discrepancies noticed on physical verification of stocks by the management as compared to book records.

3. In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to any companies, firms or other parties as covered in the register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) and (b) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are generally adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventories & fixed assets and for the sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any major weaknesses in the internal control systems of the Company has been noticed.

5. The Company has not accepted any deposits from the public and therefore, the directives issued by Reserve Bank of India and provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed thereunder do not apply to the Company.

6. As informed to us, the Central Government has prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 in respect of the manufacturing activities of the Company. We have broadly reviewed accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounting records have been made and maintained. We have not, however, carried out detailed examination of the same.

7. a) According to information and explanations given to us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and any other statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed statutory dues payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess etc which are outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

c) There is no amount to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under.

8. The Company has no accumulated losses at the end of the year and it has not incurred cash losses during the current financial year and in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to any bank or financial institution.

10. According to the information and explanations given to us, the Company has given corporate guarantee to M/s RGTL Industries Limited (Formerly known as Rathi Rajasthan Steel Mills Limited) for loan taken by others from a bank or financial institution.

11. As per the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

12. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For A. K. Maheshwari & Associates Chartered Accountants (Firm Registration No.: 500106N)

CA Shalin Poddar (Partner) Mem. No.: 515616 Place: New Delhi Date: 30th May, 2015

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Mar 31, 2014

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

2. Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow 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 referred 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.

3. Auditors Responsibility

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

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

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

4. 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 March 31, 2014;

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

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

5. 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 Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, 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 Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under 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

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Rathi Graphic Technologies Limited on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) According to the information and explanation given to us, the fixed assets have been physically verified by the management during the year in phased periodical manner which in our opinion in reasonable regard to the size of the Company and nature of assets. No material discrepancies were noticed on such verification

(c) In our opinion and according to the information and explanations given to us, since there is no substantial disposal of fixed asset during the year, the going concern status of the Company is not affected.

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

(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 on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. There was no material discrepancies noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable.

(b) According to the information and explanations given to us, the Company has taken interest free unsecured loans from four parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amounts outstanding during the year against the said loans were Rs. 1500.74 Lacs and the year end balance of loans received from such parties is Rs. 1485.71 Lacs.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any major weak -nesses in the internal controls system of the Company has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us the transaction made in pursuance of contracts or, agreements entered in the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect of each party have been made at prices which appear reasonable as per information available with the Company except for items stated to be specialized nature where no comparison is possible.

6. The Company has not accepted any deposits from the public during the financial year 2013-14 and therefore, the provision of section 58A and 58AA of the Companies Act, 1956 and rules framed there under do not apply to the Company.

7. The Company has an adequate internal audit system commensurate with its size and the nature of its business.

8. As informed to us, the Central Government has prescribed maintenance of cost record under clause

(d) of sub-section (1) of section 209 of the Act in respect of manufacturing activities of the Company. We have broadly reviewed accounts and records of the Company in this connection and our opinion, that prime facie, the prescribed accounting records have been made and maintained. We have not however carried out detailed examination of the same

9. (a) According to the information and explanations given to us, the Company is generally regular in deposits undisputed statutory dues including provident fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed statutory dues payable in respect of provident fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess which are outstanding as on 31st March, 2014 for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, there are no statutory dues outstanding on account of any disputes other than the followings:

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

Rajasthan VAT, 509.00 09-03-2010 to The Deputy Value Added CST and Lacs 26-03-2012 Commissioner Tax Act, 2003 Penalty (Admn), Commercial Taxes, Alwar

10. The Company has no accumulated losses at the end of the year and it has not incurred cash loss during the financial year and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution/ bank.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not dealing or trading in Shares, Securities & other Investments hence Para no XIV of the order is not applicable to the Company.

15. According to the information and explanations given to us, the Company has given corporate guarantees to M/s. RGTL Industries Limited (Formely known as Rathi Rajasthan Steel Mills Limited) for loan taken by others from a bank or financial institution.

16. As per the information and explanations given to us, the term loan has been applied for the purpose for which it is raised.

17. As per the information and explanations given to us, no funds raised on short term basis have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained u/s 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year hence the requirement of clause (XIX) of the paragraph 4 of the Order are not applicable to the Company.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For A. K. Maheshwari & Associates

Chartered Accountants (Registration No. 500106N)

CA Shalin Poddar (Partner) Mem. No. : 515616

Place: New Delhi Date: 30th May, 2014

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Mar 31, 2013

We have audited the accompanying fnancial statements of Rathi Graphic Technologies Limited, which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Managements 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.

3. Auditors Responsibility

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

An audit in VO Ives performing procedures toobtainaudit evidence about the amounts and disclosures in the fnancial statements.The procedures seiected depend on the auditors judgment, including the assessment of the risks of material misstatement of the flnanciai 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. " ''

4. Opinion

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

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

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

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

5. Report on other Legal and Regulatory Requirements

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

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; and

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, 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.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Rathi Graphic Technologies Limited on the accounts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) According to the information and explanation given to us, the fixed assets have been physically verified by the management during the year in phased periodical manner which in our opinion in reasonable regard to the size of the Company and nature of assets. No material discrepancies were noticed on such verification

(c) In our opinion and according to the information and explanations given to us, since there is no substantial disposal of fixed asset during the year, the going concern status of the Company is not affected.

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

(b) In our opinion and according to thS"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 on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. There was no material discrepancies noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses ill (b), iii{c) and IN (d) of the order are not applicable.

(b) According to the information and explanations given to us, the Company has taken interest free unsecured loans from seven parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amounts outstanding during the year against the said loans were Rs. 1563.82 Lacs and the year end balance of loans received from such parties is Rs. 900,23 Lacs.

4. In oqr opinion and according to the information and explanations given to us. there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any major weaknesses in the internal controls system of the Company has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section,

b) In our opinion and according to tfje information and explanations given to us the transaction made in pursuance of contracts or, agreements entered in the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect of each party have been made at prices which appear reasonable as per information available with the Company except for items stated to be specialized nature where no comparison is possible.

6. The Company has not accepted any deposits from the public and therefore, the provision of section 58Aand 58AA of the Companies Act. 1956 and rules framed there under do not apply to the Company.

7. The Company has an adequate internal audit system commensurate with its size and the nature of its business.

8. As informed to us, the Central Government has prescribed maintenance of cost record under clause (d) of sub-section (1) of section 209 of the Act in respect of manufacturing activities of the Company. We have broadly reviewed accounts and records of the Company in this connection and our opinion, that prime facie, the prescribed accounting records have been made and maintained. We have not however carried out detailed examination of the same

9. (a) According to the information and exp I a nations given to us, the Company is generally regular in deposits undisputed statutory dues including provident fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed statutory dues payable in respect of provident fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess which are outstanding as on 31st March. 2013 for a period of more than six months from the date they become payable,

(c) According to the information and explanations given to us, there are no statutory dues outstanding on account of any disputes other than the fbilowings:

Name of the Statute Nature of the Dues Amount (in Rs.)

Central Excise Cenvat Credit against 13,30 Lacs Authorities import of Capital goods

Rjasthan Value Added VAT, CST and Penalty 509 00 Lacs Tax Act, 2003



Name of the Statute Period to which amount Forum where dispute is relate pending

Central Excise In the year 1995 The Central Excise and Authorities Tax appellate Tribunal

Rajasthan Value Added 09-03-2010 to 26-03- The Deputy Tax Act, 2003 2012 Commissioner (Admn) Commercial Taxes, Alwar

10. The Company has no accumulated losses at the end of the year and it has not incurred cash loss during the financial year and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank,

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditors Repgrt) Order, 2003 (as amended) is not applicable W-The Company.

14. According to information and explanations given to us, the Company is not dealing or trading in Shares, Securities & other Investments hence Para no XIV of the order is not applicable to the Company."

15. According to the information and explanations given to us, the Company has given corporate guarantees to M/s. RGTL Industries Limited (Fofmeiy known as Rathi Rajasthan Steel Mills Limited) for loan taken by others from a bank or financial institution.

16. As per the information and explanations given to us, the term loan has been applied for the purpose for which it is raised.

17. As per the information and explanations given to us, no funds raised on short term basis have been used for long term investment.

18, Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has made an allotment of 25,00,000 equity shares on preferential basis to companies covered in the register maintained u/s 301 of the Companies Act, 1956. The price at which shares have been issued is not prejudicial to the interest of the Company.

19, The Company has not issued any debentures during the year hence the requirement of clause (XIX) of the paragraph 4 of the Order are not applicable to the Company.

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

21, Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management,

For A.K. Maheshwari & Associates Chartered Accountants FRN:500106N

CA. Anand Maheshwari (Proprietor) M. No: 073875

Place: Nigeria Date: 30th May,2013

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Mar 31, 2010

1. We have audited the attached Balance Sheet of as at 31st March, 2010 and also the Profit and Loss Account of the company and 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.

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 Companies (Auditors Report) Order, 2003( as amended) from time to time issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

a) We have obtained all the information and the explanation, 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 books.

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

d) In our opinion, the 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;

e) On the basis of written representations received from the directors of the Company as at 31st March, 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 director of the Company under Clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes forming part of the accounts, give the information required

by the Companies Act, 1956 in the manner so required and give a true and fair view:-

(1) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March 2010; and.

(2) In the case of the Profit and Loss Account of the profit of the Company for the year ended on that date.

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





ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNT OF M/S. RATHI GRAPHIC TECHNOLOGIES UMFTED FOR THE YEAR ENDED ON 31 ST MARCH, 2010

1. a) The company has maintained proper records

showing full particulars including quantitative details and situation of fixed assets on the basis of information available.

b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

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

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

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) The Company has maintained proper records of inventory. There were no material discrepancies noticed on physical verification.

3. a) According to the information and explanations given to us, no loans or advances in the nature of loans have been granted to the Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and no conditions have been stipulated as regards the payment of interest and repayment of principle amount. Accordingly, clause iii(b) to clause iii(d) are not applicable.

b) According to the information and explanations given to us, the Company has taken interest free unsecured loans from four parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amounts outstanding during the year against the said loans were Rs. 1290.53 Lacs and the year end balance of loans received from such parties is Rs 1284.88 Lacs.

c) In our opinion being interest free loan the terms and conditions on which loans have been taken from companies, firms or other parties listed in the registers maintained under Section 301 are not, prima facie, prejudicial to the interest of the Company.

d) The principal amount is repayable on demand and there is no repayment schedule.

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 for the purchase of inventory and fixed assets and for the sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control system of the Company.

5. As explained to us, there has not been any transaction during the year that need to be entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding during the year to Rs. 5,00,000/- or more in respect of each such party.

6. The Company has not accepted any deposits from the public and therefore, the directive issued by Reserve Bank of India and provisions of Section 58-A and 58AA or any other provisions of companies Act, 1956 and rules framed thereunder do not apply to the Company.

7. The Company has adequate Internal Audit system which in our opinion, is commensurate with the size of the company and nature of its business.

8. As informed to us, the Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 for any products of the Company.

9. a) According to information and explanations given

to us, the Company is generally regular in deposits undisputed statutory dues including provident fund, investor education and protection fund, or employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, have generally been regularly deposited with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed statutory dues payable in respect of provident fund, investor education and protection fund, employees state insurance, Income Tax, Sales Tax, VAT, Wealth Tax, Custom Duty, Excise Duty, cess etc which are outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

c) According to confirmations and explanations given to us there are no statutory dues outstanding on account of any dispute other than the followings:

Name of Nature of - Amount Period to which Forum where the statue the dues (in Rs.) amount relates dispute is pending

Central Cenvat Credit 12.81 In the year The central Excise against Import Lacs 1985 Excise and Authorities of Capital Service Tax Goods Appelate Tribunal

Sales Tax Sales Tax 31.55 In the year Excess amount Authorities Amount Paid Lacs 2003-04 to be refund and in excess same to be refund able to customers.

10. The Company has no accumulated losses at the end of the year and it has not incurred cash losses during the current financial year and the immediately preceding financial year.

11. According to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank.

12. According to information and explanations given to us and based on documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a Chit fund, Nidhi or mutual benefit society. Hence, the requirements of clause 4 (xiii) of paragraph 4 of the Order is not applicable to the Company.

14. According to the information and explanations given to us, the company has given corporate guarantee to M/ s. Rathi Rajasthan Steel Mills Limited for loans taken by others from bank or financial institutions.

15. As per the information and explanations given to us, the term loan has been applied for the purpose for which it is raised.

16. According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment. Similarly, no funds raised on long-term basis have been used for short- term investment.

17. In our opinion and according to the intimation and explanations given to us, the Company is not dealer or trader in securities.

18. According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investment. Hence paragraph no.XIV of the order is not applicable to the Company.

19. The Company has not issued any debentures during the year. Hence, the requirements of clause (xix) of paragraph 4 of the Order is not applicable to the Company.

20. During the year, the Company has forfeited 2161000 convertible share warrants due to non exercise of conversion option by the warrants holders.

21. According to the information and explanations given to us, a fraud on or by the Company has not been noticed or reported during the year.

For A.K. Maheshwari & Associates

Chartered Accountants

Reg. No.- 500106N

(Anand Maheshwari)

Proprietor

M.No.073875

Place: New Delhi

Date: 14th August,, 2010