Auditor Report of Shree Precoated Steels Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of SHREE PRECOATED STEELS LIMITED ("the company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

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

5. 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.

6. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8. 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, 2015;

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 flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9 As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2015, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

10 As required by Section 143 (3) of the Act, we report that:

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

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

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

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) With respect to the other matters included in the Auditor's Report and to the best of our information and according to the explanations given to us :

i. The Company does not have any pending litigations which would impact its financial position.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 9 TO OUR REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH, 2015

1. In respect of it's Fixed Assets:

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

(b) These fixed assets have been physically verified by the management at reasonable intervals. Discrepancies noticed during the course of such verification are dealt with adequately in the books of accounts.

2. In respect of it's inventories:

(a) Physical verification of inventory has been conducted at reasonable intervals by the management.

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

(c) In our opinion and according to the explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were observed during the course of physical verification.

3. The company has not granted any loan, secured or unsecured, to the company to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

4. There 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 no major weakness has been noticed in the internal controls.

We have not observed any failure on the part of the Company to correct major weakness in internal control system.

5. The company has not accepted deposits, the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed thereunder.

6. The Central Government has not prescribed maintenance of Cost Records under Section 148(1) of the Act in respect of the activities of the Company. We have broadly reviewed the accounts and records have been made and maintained. We have not made a detailed examination of the same.

7. a. The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues to the extent applicable to it. There is no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

b. The Company does not have any dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of any dispute, Except the amounts involved and the forum where dispute is pending given below:-

Name of Nature of Dues Amount Year Forum where pending Statute (Rs. in Lacs)

Service Tax GTA of Services 22.85 2005 -06 Appeal has been filed in CESTAT

Service Tax Cenvat credit on 95.84 2006-07 & 2007-08 Appeal has been filed in CESTAT. Service Tax

Arbitration Damages for non 338.71 2005-06 Mumbai High Court Award Supply of goods

c. The Company has transferred the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8. The Company has accumulated losses at the end of the financial year and however, it has not incurred cash losses in the current and the immediately preceding financial year.

9. In our opinion and according to information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

10. In our opinion and according to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and institutions.

11. Based on the information and explanations given to us by the Management, Term Loans obtained during the year were applied for the purpose for which the loans were obtained.

12. Based on the audit procedures performed and 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 AND ON BEHALF OF

V. PAREKH & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REGN NO. 107488W

Place: Mumbai RASESH V. PAREKH - PARTNER

Dated : 28th May, 2015 MEMBERSHIP NO. 38615

---

Mar 31, 2014

We have audited the accompanying financial statements of "SHREE PRECOATED STEELS LIMITED,", which comprise the Balance Sheet as at 31st March 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.

2. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards *referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the general circular 15/2013 dated September 13, 2013 of the ministry of corporate affairs in respect of section 133 of the Companies Act, 2013. 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. Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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 31st March 2014;

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 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 read with the general circular 15/2013 dated September 13, 2013 of the ministry of corporate affairs in respect of section 133 of the Companies Act, 2013.

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

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

ANNEXURE REFERRED TO IN PARA 5 OF OUR REPORT OF EVEN DATE

i. In respect of its Fixed Assets:

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

b. The fixed assets have been physically verified by the Management at reasonable intervals. No material discrepancies were noticed during the course of such verification.

c. The disposal of part of fixed assets, in our opinion has not affected the going concern.

ii. In respect of its inventories:

a. The physical verification of inventories has been conducted at reasonable intervals by the Management.

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

c. In our opinion and according to the explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were observed during the course of physical verification.

iii. a. The Company has not granted any loans to any entity covered in the register maintained under Section 301 of the Act.

b. The Company has taken interest free unsecured loans from one promoters companies covered in the register maintained under section 301 of the Act. The maximum amount involved during the year and year end balance of the loans taken from such companies was Rs. 1500.00 lacs.

c. In our opinion and according to the information and explanations given to us, the terms and conditions on which loan have been taken from companies, firm or other parties listed in the register maintained under section 301 of the Companies Act,1956 are not, prima facie, prejudicial to the interest of the company.

d. There were no stipulations as to the repayment of the loans taken as the same are repayable on demand.

iv. In our opinion, and according to the explanations given to us, the Company has adequate internal control systems commensurate with the size of the Company with regard to the purchase of inventory, fixed assets and sale of goods. During the course of our audit no major weakness has been noticed in the internals controls. We have not observed any failure on the part of the Company to correct major weakness in internal control system.

v. a) Based on the audit procedures applied by us and according to the information and explanations provided to us by the Management, we are of the opinion that the particulars of the contract or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.

b) According to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Act have been made at prices which are reasonable having regard to prevailing market prices at relevant time.

vi. In our opinion and according to the explanations given to us the Company has not accepted any deposits within the meaning of Section 58A and Section 58AA or any other relevant provisions of the Act and the rules framed there under.

vii. The Company does not have any formal internal audit system.

viii. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1)

(d) of the Act in respect of activities of the Company. We have broadly reviewed the accounts and records have been made and maintained. We have not, made a detailed examination of the same.

ix. a. According to the information and explanations given to us the Company is regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues to the extent applicable to it.

b. In respect of Contingent dues on account of Sales tax, Service tax and Custom duty dues disputed by the Company including liability of the unit vested in to the company pursuant to Demerger and not being paid vis-à-vis forums where such disputes are pending are mentioned below:

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

Service Tax GTA of Services 22.85 2005-06

Service Tax Cenvat credit on Service Tax 95.84 2006-07 & 2007-08

Arbitration Award Damages for non supply of 338.71 2005-06 Goods



Name of Statute Forum where pending

Service Tax Appeal has been filed in CESTAT

Service Tax Appeal has been filed in CESTAT.

Arbitration Award Mumbai High Court



x. The Company''s accumulated losses are more than 50% of its net worth, however company has not incurred any cash losses in current as well as preceding financial year.

xi. In our opinion and according to information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

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

xiii. In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Society. Therefore, the provisions of clause are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of the clause are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and institutions

xvi. Based on the information and explanations given to us by the Management, no term Loans obtained during the year.

xvii According to the information and explanation given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

xviii The Company has not made any preferential allotment of shares to any of the entities/ persons covered in the register maintained under Section 301 of the Act.

xix. The Company has not issued any debentures during the year, which required creation of security or charge.

xx. The company has not raised any money by public issue during the yearended.

xxi. Based on the audit procedures performed and 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 ended.

For and on behalf of V. PAREKH & ASSOCIATES CHARTERED ACCOUNTANTS Firm Reg. No. 107488W Place : Mumbai R ASESH V. PAREKH - PARTNER Dated : 13th May, 2014 Membership No. 38615

---

Mar 31, 2012

1 We have audited the attached Balance Sheet of Shree Precoated Steels Limited as at 31st March 2012, the Statement of Profit & Loss and also the Cash Flow Statements 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section (4A) of Section 227 of the Companies Act, 1956 of India (the "Act"), we enclose in the Annexure a statement of the matters specified in paragraph 4 and 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 explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

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

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

e) On the basis of the written representations received from the directors taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2012 from being appointed as a director in terms of Section 274 (1)(g) of the Act.

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

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

ii. In the case of Statement of Profit and Loss of the Profit of the Company for the year ended on that date; and

iii. In the case of the Cash Flow Statements of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARA 3 OF OUR REPORT OF EVEN DATE

I. In respect of it's Fixed Assets:

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

b. The fixed assets have been physically verified by the Management at reasonable intervals. No material discrepancies were noticed during the course of such verification.

c. The disposal of part of fixed assets, in our opinion has not affected the going concern.

ii. In respect of it's inventories:

a. The physical verification of inventories has been conducted at reasonable intervals by the Management.

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

c. In our opinion and according to the explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were observed during the course of physical verification.

iii. a. The Company has not granted any loans to any entity covered in the register maintained under Section 301 of the Act.

b. The Company has taken interest free unsecured loans from three promoters companies covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 5425.21 lacs and yearend balance of the loans taken from such companies was Rs. 4806.94 lacs.

c. in our opinion and according to the information and explanations given to us, the terms and conditions on which loan have been taken from companies, firm or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

d. There were no stipulations as to the repayment of the loans taken as the same are repayable on demand.

iv. In our opinion, and according to the explanations given to us, the Company has adequate internal control systems commensurate with the size of the Company with regard to the purchase of inventory, fixed assets and sale of goods. During the course of our audit no major weakness has been noticed in the internal controls. We have not observed any failure on the part of the Company to correct major weakness in internal control system.

v. a. Based on the audit procedures applied by us and according to the information and explanations provided to us by the Management, we are of the opinion that the particulars of the contract or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.

b. According to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Act have been made at prices which are reasonable having regard to prevailing market prices at relevant time.

vi. In our opinion and according to the explanations given to us the Company has not accepted any deposits within the meaning of Section 58A and Section 58AA or any other relevant provisions of the Act and the rules framed there under.

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

viii. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Act in respect of activities of the Company. We have broadly reviewed the accounts and records have been made and maintained. We have not, made a detailed examination of the same.

ix. a. According to the information and explanations given to us the Company is regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues to the extent applicable to it.

b. In respect of Contingent dues on account of Sales tax, Service tax and Custom duty dues disputed by the Company including liability of the unit vested in to the company pursuant to Demerger and not being paid vis-a-vis forums where such disputes are pending are mentioned below:

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

Service Tax GTA of Services 22.85 2005-06 Appeal has been filed in CESTAT.

Service Tax Cenvat credit 95.84 2006-07 & Appeal has on Service Tax 2007-08 been filed in CESTAT.

Custom Act Fine 15.00 2006-07 Appeal has Penalty 5.00 been filed in CESTAT.

x. As the company is registered for a period less than five years, hence the clauses related to accumulated losses and cash loss incurred are not applicable.

xi. In our opinion and according to information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

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

xiii. In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit Society. Therefore, the provisions of clause are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of the clause are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and institutions

xvi. Based on the information and explanations given to us by the Management, no term Loans obtained during the year.

xvii. According to the information and explanation given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

xviii. The Company has not made any preferential allotment of shares to any of the entities/persons covered in the register maintained under Section 301 of the Act.

xix. The Company has not issued any debentures during the year, which required creation of security or charge.

xx. The company has not raised any money by public issue during the year ended.

xxi. Based on the audit procedures performed and 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 ended.



For and on behalf of V. PAREKH & ASSOCIATES CHARTERED ACCOUNTANTS Firm Reg. No. 107488W

RASESH V. PAREKH PARTNER Membership No. 38615

Place : Mumbai Dated : 30th July, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Shree Precoated Steels Limited as at 31st March 2011, the Profit & Loss Account and also the Cash Flow Statement for the 18 months period 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section (4A) of Section 227 of the Companies Act, 1956 of India (the "Act"), we enclose in the Annexure a statement of the matters specified in paragraph 4 and 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 explanations which to the best of our knowledge and belief were necessaryfor the purpose of our audit.

I) 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 the books of account.

c) The Balance Sheet, Profit & 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 attached Balance Sheet, Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred in Sub - Section (3C) of Section 211 of the Companies Act,1956.

e) On the basis of the written representations received from the directors except nominee Director and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2011 from being appointed as a director in terms of Section 274 (1) (g) of the Act.

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

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31 st March 2011;

ii. In the case of Profit and Loss Account of the Loss of the Company forthe 18 months period ended onHPthat date; and

iii. In the case of the Cash Flow Statement of the cash flows for the period ended on that date.

i. In respect of its Fixed Assets:

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

I. The fixed assets have been physically verified by the Management at reasonable intervals. No material discrepancies were noticed during the course of such verification.

c. The transfer of Fixed Assets on account of sale of Steel Business has not affected as going concern.

ii. In respect of its inventories:

a. The physical verification of inventories has been conducted at reasonable intervals by the Management.

I. In our opinion and according to the explanations given to us, the procedures for physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

c. In our opinion and according to the explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were observed during the course of physical verification.

iii. a. The Company has not granted any loans to any entity covered in the register maintained under Section 301 of the Act.

I. The Company has taken interest free unsecured loans from four promoters companies covered in the register maintained under section 301 of the Act .The maximum amount involved during the period was Rs. 9006.73 lacs and period end balance of the loans taken from such companies was Rs. 5692.14 lacs. The loans from promoters are taken as per the stipulation of the lending institution and banks.

c. in our opinion and according to the information and explanations given to us, the term and conditions on which loan have been taken from companies, firm or other parties listed in the register maintained under section 301 of the Companies Act,1956 are not, prima facie, prejudicial to the interest of the company.

d. There are no stipulations as to the repayment of the loans taken as the same are repayable on demand on fulfilling of requirement of lending institutions and banks.

iv. In our opinion, and according to the explanations given to us, the Company has adequate internal control systems commensurate with the size of the Company with regard to the purchase of inventory, fixed assets and sale of goods. During the course of our audit no major weakness has been noticed in the internals controls. We have not observed any failure on the part of the Company to correct major weakness in internal control system.

v. a. Based on the audit procedures applied by us and according to the information and explanations provided to us by the Management, we are of the opinion that the particulars of the contract or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.

I. According to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Act have been made at prices which are reasonable having regard to prevailing market prices at relevant time.

vi. In our opinion and according to the explanations given to us the Company has not accepted any deposits within the meaning of Section 58Aand Section 58AA or any other relevant provisions of the Act and the rules framed there under.

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

viii. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Act in respect of activities of the Company. We have broadly reviewed the accounts and records have been made and maintained. We have not, made a detailed examination of the same.

ix. a. According to the information and explanations given to us the Company is regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues to the extent applicable to it.

b. In respect ofHPContingent duesHPon account ofHPSales tax, Service tax and Custom duty dues disputed by the Company including liability of the unit vested in to the company pursuant to Demerger and not being paid vis-a-vis forums where such disputes are pending are mentioned below:

Name of Statute Nature of Dues Amount

(Rs. in Lacs)

Service Tax GTA of Services 22.85

Service Tax Cenvat credit on

Service Tax 95.84

Service Tax Service Tax on

export 47.38

sales commission

Custom Act Fine 15.00

Penalty 5.00

Period to Forum where pending Name of the Statute which amount relates

Service Tax 2005 -06 Appeal has been filed in

CESTAT.

Service Tax 2006-07 & Appeal has been filed in

2007-08 CESTAT.

Service Tax 2004-05 & Commissioner of service

2005-06 Tax

Service Tax 2006-07 Appeal has been filed in

CESTAT.

x. As the company is registered for a period less than five years, hence the clauses related to accumulated losses and cash loss incurred are not applicable.

xi. In our opinion and according to information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution, bank orHPdebenture holder.

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

xiii. In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Society. Therefore, the provisions of clause are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of the clause are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and institutions

xvi. Based on the information and explanations given to us by the Management, no term Loans obtained during the period.

xvii. According to the information and explanation given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

xviii. The Company has not made any preferential allotment of shares to any of the entities/ persons covered in the register maintained under Section 301 ofHPtheHPAct.

xix. The Company has not issued any debentures during the period, which required creation of security or charge.

xx. The company has not raised any money by public issue during the period ended.

xxi. Based on the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the period ended.

For and on behalf of

V. PAREKH & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Reg. No. 107488W

RASESH V. PAREKH - PARTNER

Membership No. 38615

Place : Mumbai

Dated : 25th April, 2011

---

Sep 30, 2009

1. We have audited the attached Balance Sheet of Shree Precoated Steels Limited (Formerly Known as Ajmera Precoated Steels Limited) as at 30th September 2009, the Profits Loss Account and also the Cash Flow Statement for the 8 month period 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section (4A) of Section 227 of the Companies Act, 1956 of India (the "Act"), we enclose in the Annexure a statement of the matters specified in paragraph 4 and 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 explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

c) The Balance Sheet, Profit & 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 attached Balance Sheet, Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred in Sub - Section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors except nominee Director and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 30th September 2009 from being appointed as a director in terms of Section 274 (1) (g) of the Act.

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

i. In the case of Balance Sheet, of the state of affairs of the Company as at 30th September, 2009;

ii. In the case of Profit and Loss Account of the Loss of the Company for the 18 month period ended on that date; and

iii. In the case of the Cash Flow Statement of the cash flows for the period ended on that date.

ANNEXURE REFERRED TO IN PARA 3 OF OUR REPORT OF EVEN DATE

i. In respect of its Fixed Assets:

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

b. The fixed assets have been physically verified by the Management at reasonable intervals. No material discrepancies were noticed during the course of such verification.

c. The disposal of part of fixed assets, in our opinion has not affected the going concern.

ii. In respect of its inventories:

a. The physical verification of inventories has been conducted at reasonable intervals by the Management.

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

c. In our opinion and according to the explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were observed during the course of physical verification.

iii a. The Company has not granted any loans to any entity covered in the register maintained under Section 301 of the Act.

b. The Company has taken interest free unsecured loans from five companies and fourteen promoters covered in the register maintained under section 301 of the Act. The maximum amount involved during the period was Rs. 30836.39 lacs and period end balance of the loans taken from such companies and promoters was Rs. 9006.73 lacs. The loans from promoters are taken as per the stipulation of the lending institution and banks.

c. in our opinion and according to the information and explanations given to us, the term and conditions on which loan have been taken from companies, firm or other parties listed in the register maintained under section 301 of the companies Act,1956 are not, prima facie, prejudicial to the interest of the company.

d. There are no stipulations as to the repayment of the loans taken as the same are repayable on demand on fulfilling of requirement of lending institutions and banks.

iv. In our opinion, and according to the explanations given to us, the Company has adequate internal control systems commensurate with the size of the Company with regard to the purchase of inventory, fixed assets and sale of goods. During the course of our audit no major weakness has been noticed in the internals controls. We have not observed any failure on the part of the Company to correct major weakness in internal control system.

v. a. Based on the audit procedures applied by us and according to the information and explanations provided to us by the Management, we are of the opinion that the particulars of the contract or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.

b. According to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Act have been made at prices which are reasonable having regard to prevailing market prices at relevant time.

vi. In our opinion and according to the explanations given to us the Company has not accepted any deposits within the meaning of Section 58A and Section 58AA or any other relevant provisions of the of the Act and the rules framed there under.

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

viii. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Act in respect of activities of the Company. We have broadly reviewed the accounts and records have been made and maintained. We have not, made a detailed examination of the same.

ix. a. According to the information and explanations given to us the Company is regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues to the extent applicable to it.

b. In respect of Contingent dueson account of sales tax, service tax and custom duty dues disputed by the Company including liability of the unit vested into the company persuant to demerger and not being paid vis-a-vis forums where such disputes are pending are mentioned below:

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

West Bengal Ex- Parte Order passed 1.00 Sales Tax Act.

Service Tax GTA of Services 22.85

Service Tax Cenvat credit on 95.84 Service Tax

Service Tax Service Tax on export 47.38 sales commission

Custom Act Fine Penalty 15.00 5.00

Name of the Statue Period to Forum where pending which amount relates

West Bengal Sales Tax Act. 1997-98 & The Company is in the 1998-99 process of filing appeal

Service Tax 2005 - 2006 Appeal has been filed in CESTAT.

Service Tax 2006 - 2007 & Appeal has been filed in 2007 - 2008 CESTAT.

Service Tax 2004 - 2005 & Commissioner of 2005 - 2006 service Tax

Custom Act 2006 - 2007 Appeal has been filed in CESTAT.

x. As the company is registered for a period less than five years, hence the clauses related to accumulated losses and cash loss incurred are not applicable.

xi. In our opinion and according to information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

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

xiii. In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Society. Therefore, the provisions of clause are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of the clause are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and institutions

xvi. Based on the information and explanations given to us by the Management, term Loans obtained during the year were applied for the purpose for which the loans were obtained.

xvii. According to the information and explanation given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

xviii. The Company has not made any preferential allotment of shares to any of the entities/ persons covered in the register maintained under Section 301 of theAct. However share capital issued during the period is based on the demerger scheme (refer note no 4 of schedule 17).

xix. The Company has not issued any debentures during the period, which required creation of security or charge.

xx. The company has not raised any money by public issue during the period ended.

xxi. Based on the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the period ended.

For and on behalf of

V. PAREKH & ASSOCIATES CHARTERED ACCOUNTANTS

Place : Mumbai RASESH V. PAREKH - PARTNER

Dated : 19th December 2009 Membership No. 38615