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Auditor Report of Suraj Ltd.

Mar 31, 2019

Report on the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Suraj Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss, (including the statement of Other Comprehensive Income), the Cash Flow Statement and the statement of changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as "the standalone financial statements").

2. In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Companies Act,2013("the Act")in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards ("Ind As") specified under section 133 of the Act, of the state of affairs of the Company as at March 31,2019 its profits (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter

Auditor''s Response

Net Realizable Value of Goods

Goods are valued at lower of cost &net realizable value (estimated selling price less estimated cost to sell), considering the business practice of company major sales are through export of steel pipes & other products and purchase through imports.

The value of stock is heavily affected by the and fluctuation of currency difference & always has volatility on price. Therefore it has been considered as a Key Audit Matter.

The total value of finished goods as at 31 March, 2019 is Rs. 8,415.45 lakhs. Also refer to Note 3.10 for the accounting policy on valuation of finished goods.

1. Obtained an understanding of the determination of the net realizable values of the stock and assessed and tested the reasonableness of the significant judgments applied by the management.

2. Evaluated the design of internal controls relating to the valuation of finished goods also tested the operating effectiveness of the aforesaid controls.

3. Compared the actual realization after the year end / latest realization to assess the reasonableness of the net realizable value that was estimated and considered by the management.

	4. Compared the actual costs incurred to sell
	after the year end / based on the latest sale
	transaction to assess the reasonableness of
	the cost to sell that was estimated and
	considered by the management.
	5. Compared the cost of the finished goods
	with the estimated net realizable value and
	checked if the finished goods were recorded
	at Net realizable value where the cost was
	higher than the net realizable value.
	6. Assessed the appropriateness of the
	disclosure in the standalone financial
	statements in accordance with the applicable
	financial reporting framework.

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

6. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor''s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The company''s board of directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statement that give a true and fair of the financial position, financial performance including other comprehensive Income, cash flows and changes in equity of the company in accordance with accounting principles generally accepted in India, including Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and the design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to preparation and presentation of the financial statements that give true and fair view and are free from material misstatement , whether due to fraud or error.

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

9. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

Report on Other Legal and Regulatory Requirements

15. As required by the Companies (Auditor''s Report) Order,2016 ("the Order") issued by the central government of India in terms of sub-section(11)of section 143 of the Act & on the basis of such checks of books & records of the company as we consider appropriate and according to the information and explanation given to us, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable.

16. As required by section143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best 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 it appears from the examination of those books;

c. The balance sheet, the statement of profit and loss including the statement of other Comprehensive Income, cash flow statement and statement of changes in Equity dealt with this Reports are in agreement with the books of accounts;

d. In our opinion, the aforesaid standalone financial statements comply with accounting Standards specified under section 133 of the Act.

e. On the basis of written representations received from the directors as on 31^st March,2019 and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2019 from being appointed as a directors in terms of sections 164(2) of the act;

f. With respect to the adequacy of the internal financial controls over Financial reporting of the Company and operating effectiveness of such controls, refer to our separate Report in the "Annexure 2" to this report;

g. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule11 of the companies(Audit And Auditors)Rules,2014 in our opinion and to the best of our Information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements:

ii. The Company did not have any material foreseeable losses in long term contract including derivative contracts during the year ended March 31,2019

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

Annexure 1 referred to in Paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date for the year ended March 31, 2019

1. (a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of Property Plant & Equipments;

(b) All Property Plant & Equipments have not been physically verified by the management during the year but there is a regular programme of verification which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification;

(c) According to the information and explanations given by the management, the title deeds of Immovable properties included in property, plant and equipment are held in the name of the Company.

2. The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification.

3. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnership or other parties covered in register maintained under section 189 of companies Act, 2013. Accordingly, the provision of clause 3(iii) (a), (b), and (c) of the order are not applicable to the company and hence not commented upon .

4. In our opinion and according to the information and explanations gives to us, the Company has not advanced any loans or made investments, given guarantees, and provided any securities in respect of which provision of section 185 and 186 of The Companies Act,2013 are applicable and hence not commented upon.

5. In our opinion and according to the information and explanations gives to us , the Company has not accepted any deposit within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of deposits) Rules, 2014 (as amended) framed thereunder. Accordingly, the provision of clause 3(v) of the order are not applicable.

6. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the central government for the maintenance of cost records under section 148(1) of the companies Act, 2013, related to the manufacture of steel tubes and pipes, and are of the opinion that prima facie, specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

7. (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, goods and service tax, service tax, duty of custom, duty of excise, value added tax, Cess and other statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income tax, service tax, sales-tax, duty of custom, duty of excises, value added tax, cess and other statutory dues were outstanding, at the year end for a period of more than six months from date they became payable.

(c) According to the records of the company, dues outstanding of income tax, value added tax, sales tax, excise duty and duty of custom on account of any dispute are as follows:

Name of Statue	Nature of the Dues	Forum before which the dispute is pending	Period to which it relates	Disputed Amount
Central Excise Act, 1944	Excise Duty	DGCEI, Mumbai (Ineligible Cenvat Credit)	OCT-2010 TO NOV13	1,197.41
		Central Excise Department-Ahmedabad-III	FEB-2014 To NOV-2014	397.36
Custom Tariff Act	Customs Duty	To be filed before CESTAT, Mumbai	F.Y.-2012-13	86.20
		Disputed Excise & Custom:	demand	1,680.97
Sales Tax Act	Sales Tax	Sales Tax Appellate Commissioner Ahmedabad	F.Y.2003-04	2.24
Sales Tax Act	Sales Tax	Jt. Commissioner of Commercial Taxes Ahmedabad	F.Y.2004-05	1.41
Gujarat Value Added Tax Act,2003	VAT	Gujarat Value Added Tax Tribunal	F.Y.2008-09	102.99
Central Sales Tax Act,1965	Central Sales Tax	Gujarat Value Added Tax Tribunal	F.Y.2008-09	2.15
Gujarat Value Added Tax Act,2003	VAT	Gujarat Value Added Tax Tribunal	F.Y.2009-10	160.09
Central Sales Tax Act,1965	Central Sales Tax	Gujarat Value Added Tax Tribunal	F.Y.2009-10	19.27
Gujarat Value Added Tax Act,2003	VAT	Gujarat Value Added Tax Tribunal	F.Y 2010-11	160.16
Central Sales Tax Act,1965	Central Sales Tax	Gujarat Value Added Tax Tribunal	F.Y.2010-11	8.96
		Disputed Sales Tax demanc		457.28
Income Tax Act,1961		Section 220(2)	A.Y.2006-07	0.24
Income Tax Act,1961		Section 143(3)	A.Y.2007-08	19.99
Income Tax Act,1961		Section 254	A.Y.2008-09	2.18
Income Tax Act,1961	Income Tax	CIT (A)-Ahmadabad	A.Y.2008-09	634.46
Income Tax Act,1961		CIT (A)-Ahmadabad	A.Y.2009-10	182.83
Income Tax Act,1961		CIT (A)-Ahmedabad	A.Y.2011-12	844.58
Income Tax Act,1961		CIT (A)-Ahmedabad	A.Y.2012-13	1331.96
Income Tax Act,1961		CIT (A)-Ahmedabad	A.Y.2013-14	601.56
Income Tax Act,1961		CIT (A)-Ahmadabad	A.Y.2014-15	501.42
		Disputed Income Tax Demand		4,119.22

8. Based on audit procedures and according to the information and explanations given by the management, the company has not defaulted in repayment of loans or borrowing to a bank .

9. To the best of our knowledge and belief and according to the information and explanations given by the management, the Company has not raised any money by way of Initial public offer / further public offer/debt instruments and term loans hence reporting under clause (ix) is not applicable to the Company and hence not commented upon.

10. Based on audit procedure performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud /material fraud on the Company by the officer and employees of the Company has been noticed or reported during the year.

11. According to the information and explanations given by the management, the managerial remuneration has been paid /provided in accordance with requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act,2013.

12. As the Company is not a Nidhi Company Consequently the Nidhi Rules, 2014 are not applicable to it, the provisions of Paragraph 3Clause(xii) of the Order are not applicable to the Company.

13. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act, where applicable. The details of such related party transactions have been disclosed in the standalone financial statements as required under Accounting Standard.

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

15. According to the information and explanations given by the management, the Company has not entered into any non cash transactions with its Directors or persons connected with him as referred to in section 192 of the Companies Act,2013. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

"Annexure 2" to Independent Auditorâs Report

Referred to in paragraph 2 (f) of the Independent Auditor''s Report of even date to the members of Suraj Limited on the standalone financial statements for the year ended March 31, 2019.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

1. We have audited the internal financial controls over financial reporting of SURAJ Limited ("the Company") as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

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

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the Internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting with reference to these standalone Financial Statements

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting with reference to these Standalone Financial Statements

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

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Place: Ahmedabad For Rinkesh Shah & Co,

Date: 02.05.2019 Chartered Accountants

ICAI FRN: 129690W

CA Rinkesh Shah

Membership No: 131783

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statement of Suraj Limited ("the Company"),which comprise the Balance Sheet as at March 31, 2018, the statement of profit and loss, including the statement of Other Comprehensive Income , the cash Flow statement and the statement of changes in Equity for the year then ended, and a summary of significant accounting policy and other explanatory information (herein after referred to as "the standalone Ind AS financial statements").

Management''s Responsibility for the Standalone Ind AS Financial Statements

The company''s board of directors is responsible for the matters stated in section134(5) of the Companies Act, 2013 ( "the Act") with respect to the preparation of these standalone Ind AS financial statement that give a true and fair of the financial position, financial performance including other comprehensive Income, cash flows and changes in equity of the company in accordance with accounting principles generally accepted in India, including Indian Accounting standards (Ind AS) Specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules 2015,as amended.

This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and the design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to preparation and presentation of the Ind AS financial statements that give true and fair view and are free from material misstatement , whether due to fraud or error.

Auditors''s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provision of the Act, the accounting and auditing standards matters which are required to be included in the audit report under this provision of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statement in accordance with the standards on auditing, issued by Institute of Chartered Accountants of India, as specified under section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statement are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial statement give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind As, of the state of affairs of the Company as at March 31,2018 its profits (including other comprehensive income), its cash flows and the changes in equity for the year -ended on that date.

Other Matter

The comparative financial information of the company for the year ended 31st March, 2017 and the transaction date opening balance sheet as at 1st April, 2016 included in the standalone Ind AS financial statements are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by predecessor auditor, whose report for the year ended 31st March, 2017 and 31st March, 2016 dated 26th April, 2017 and 26th April, 2016 respectively expressed on unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of these matters

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2016 ("the Order") issued by the central government of India in terms of sub-section (11) of section 143 of the Act , we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable

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

(a) We have sought and obtained all the information and explanations which to the best 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 it appears from the examination of those books;

(c) The balance sheet, the statement of profit and loss including the statement of other Comprehensive Income, cash flow statement and statement of changes in Equity dealt with this Reports are in agreement with the books of accounts;

(d) In our opinion the aforesaid standalone Ind AS financial statement comply with accounting Standards specified under section 133 of the act, read with companies (Indian Accounting Standards) Rules, 2015 as amended ;

(e) On the basis of written representations received from the directors as on 31st March, 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018, from being appointed as a directors in terms of sections 164 (2) of the act;

(f) With respect to the adequacy of the internal financial controls over Financial reporting of the Company and operating effectiveness of such controls, refer to our separate Report in the "Annexure 2" to this report;

(g) With respect to the other matters to be included in the Auditors ''Reports 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:

1. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements-refer note -28 to the standalone Ind AS financial statements ;

2. The Company did not have any material foreseeable losses in long term contract including derivative contracts during the year ended March 31, 2018

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

Annexure 1 referred to in Paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date for the year ended March 31,2018

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification;

(c) According to the information and explanations given by the management, the title deeds of Immovable properties included in property, plant and equipment are held in the name of the Company.

6. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the central government for the maintenance of cost records under section 148(1) of the companies Act, 2013, related to the manufacture of steel tubes and pipes, and are of the opinion that prima facie , specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same .

7. a)The Company is generally regular in depositing undisputed statutory dues including provident fund ,employeesâ state insurance, income tax , sales tax, service tax, duty of custom, duty of excise, value added tax, Cess and other statutory dues applicable to it with the appropriate authorities

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employeesâ state insurance , income tax, service tax, sales-tax, duty of custom, duty of excises, value added tax, cess and other statutory dues were outstanding, at the year end for a period of more than six months from date they became payable.

(c) According to the records of the company, dues outstanding of income tax, value added tax, sales tax, excise duty and duty of custom on account of any dispute are as follows:

Name of Statue	Nature of the	Forum before which the	Period to which	Disputed
	Dues	dispute is pending	it relates	Amount
Central Excise	Excise Duty	DGCEI, Mumbai (Ineligible	Oct-2010	1,197.41
Act,1944		Cenvat Credit) Central Excise Department-Ahmedabad-III	To Nov13	351.62
Custom Tariff Act	Customs Duty	To be filed before CESTAT,
		Mumbai	F.Y.-2012-13	86.20
		Disputed Excise & Customs demand		1,635.23
Sales Tax Act	Sales Tax	Sales Tax Appellate Commissioner Ahmedabad	F.Y.2003-04	2.24
Sales Tax Act	Sales Tax	Jt. Commissioner of Commercial Taxes Ahmedabad	F.Y.2004-05	1.41
Gujarat Value Added Tax	VAT	Gujarat Value Added Tax Tribunal	F.Y.2008-09	102.99
Act,2003
Central Sales	Central Sales Tax	Gujarat Value Added Tax	F.Y.2008-09	2.15
Tax Act, 1965		Tribunal
Gujarat Value Added Tax	VAT	Gujarat Value Added Tax Tribunal	F.Y.2009-10	160.09
Act,2003
Central Sales	Central Sales Tax	Gujarat Value Added Tax	F.Y.2009-10	19.27
Tax Act,1965		Tribunal
Gujarat Value Added Tax	VAT	Gujarat Value Added Tax Tribunal	F.Y 2010-11	160.16
Act,2003
Central Sales	Central Sales Tax	Gujarat Value Added Tax	F.Y.2010-11	8.96
Tax Act,1965		Tribunal
		Disputed Sales Tax demand		457.28
Income Tax		CIT (A)-Ahmedabad	A.Y.2007-08	19.99
Act,1961
Income Tax		Before A.O. under Section	A.Y.2008-09	1.57
Act,1961		143(3)
Income Tax		CIT (A)-Ahmedabad	A.Y.2008-09	636.71
Act,1961		CIT (A)-Ahmedabad
Income Tax		CIT (A)-Ahmedabad	A.Y.2008-09	10.56
Act,1961		CIT (A)-Ahmedabad
Income Tax	Income Tax	CIT (A)-Ahmedabad	A.Y.2009-10	174.83
Act,1961		CIT (A)-Ahmedabad
Income Tax		CIT (A)-Ahmedabad	A.Y.2011-12	782.23
Act,1961		CIT (A)-Ahmedabad
Income Tax		CIT (A)-Ahmadabad	A.Y.2012-13	1,359.96
Act,1961		CIT (A)-Ahmadabad
Income Tax		CIT (A)-Ahmadabad	A.Y.2013-14	614.56
Act,1961
Income Tax		CIT (A)-Ahmadabad	A.Y.2014-15	512.11
Act,1961
		Disputed Income Tax Demand		4,112.53

8. Based on audit procedures and according to the information and explanations given by the management , the company has not defaulted in repayment of loans or borrowing to a bank .

9. To the best of our knowledge and belief and according to the information and explanations given by the management, the Company has not raised any money by way of Initial public offer / further public offer/debt instruments and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.

12. As the Company is not a Nidhi Company Consequently the Nidhi Rules, 2014 are not applicable to it, the provisions of Paragraph 3Clause(xii) of the Order are not applicable to the Company.

"Annexure 2" to Independent Auditors'' Report

Referred to in paragraph 2 (f) of the Independent Auditors'' Report of even date to the members of Suraj Limited on the standalone financial statements for the year ended March 31, 2018.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

1. We have audited the internal financial controls over financial reporting of SURAJ Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

Meaning of Internal Financial Controls Over Financial Reporting

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

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

Place: Ahmedabad For Rinkesh Shah & Co,

Date: April 26,2018 Chartered Accountants

ICAI FRN: 129690W

CA Rinkesh Shah

Membership No: 131783

Mar 31, 2017

Report on the Financial Statements :

We have audited the accompanying Standalone financial statements of M/s. SURAJ LIMITED, ("the Company") which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss, 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 :

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 and presentation 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.

Auditor''s Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 of the entity''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the basis for qualified opinion paragraph, the accompanying 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 2017, its Profit and its cash flows for the year ended on that date.

Emphasis of Matter:

We draw attention to;

Note -23(II)(1)(a)to the financial statements, relating to Contingent Liabilities not provided by Company. Our opinion is not qualified in respect of this matter.

Report on other Legal and Regulatory Requirements :

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the said Order.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books;

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

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

e) On the basis of written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

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

g) With respect to the 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:

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 23(II) (1) & (4) to the financial statements;

b) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

d) The company had provided disclosures as to holding as well as dealings in Specified Bank Notes during the period 08.11.2016 to 30.12.2016 in its financial statements at Note No 23 (II)(17) in Notes on accounts and these are in accordance with the books of accounts maintained by the company.

Referred to in paragraph 1 under the heading ''Report on Other Legal & Regulatory Requirement'' of our report of even date to the Standalone financial statements of the Company for the year ended March 31, 2017: we report that

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

(b) As explained to us, the Fixed Assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

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

2) The Inventory of finished good, raw materials, components, stores and spare parts has been physically verified at reasonable intervals by the management. In our opinion, the frequency of such verification is reasonable. No material discrepancies were noticed on physical verification on inventories as compared to books records.

3) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company.

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

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) We have broadly reviewed the books of account maintained by the Company pursuant to Rules made by the Central Government of India, maintenance of cost records has been prescribed under sub-section (1) of Section 148 of the Companies Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

7) (a) According to the records of the company and the information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and record of the Company disputed amount payable in respect of Income tax, sales tax & Custom and Excise Duty and that have not been deposited with the appropriate authorities on account of dispute and the forum where the disputes are pending are given below:

Name of Statue	Nature of Dues	Disputed Amount Rs.	Period to which the amount Relates	Forum where dispute is pending
Sales Tax Act	Sales Tax	2,24,379/-	2003-04	Sales Tax Appellate Commissioner Ahmedabad.
Sales Tax Act	Sales Tax	1,40,975/-	2004-05	Jt. Commissioner of Commercial Taxes Ahmedabad.
Sales Tax Act Central Sales Tax Act	Sales Tax Central Sales Tax	1,02,99,133/ 1,92,848/-	2008-09	VAT Tribunal
Sales Tax Act Central Sales Tax Act	Sales Tax Central Sales Tax	1,60,08,820/ 12,27,163/-	2009-10	VAT Tribunal
Sales Tax Act Central Sales Tax Act	Sales Tax Central Sales Tax	1,42,55,516/ 8,96,066	2010-11	VAT Tribunal
Finance Act	Service Tax Penalty on ST	65,52,877/ 65,62,877/-	2010-11 to 2013-14	CESTAT, Ahmedabad
Income Tax Act	Income Tax	38,057/-	A.Y. 2006-07	Before A.O. u/s. 154
Income Tax Act,	Income Tax	19,99,068/-	A.Y. 2007-08	CIT (Appeal), Ahmedabad
Income Tax Act,	Income Tax	7,36,82,162/-	A.Y. 2008-09	CIT (Appeal), Ahmedabad
Income Tax Act	Income Tax	3,90,030/-	A.Y. 2008-09	Before A.O. u/s. 154
Income Tax Act	Income Tax	1,85,83,455/-	A.Y. 2009-10	CIT (Appeal), Ahmedabad
Income Tax Act	Income Tax	2,21,477/-	A.Y. 2010-11	Before A.O. u/s. 154
Income Tax Act Ahmedabad	Income Tax	8,76,01,472/-	A.Y. 2011-12	CIT (Appeal),
Income Tax Act	Income Tax	14,21,96,316/-	A.Y. 2012-13	CIT (Appeal),
Ahmedabad Income Tax Act Income Tax 6,42,55,881/- A.Y. 2013-14 CIT (Appeal), Ahmedabad Income Tax Act Income Tax 5,58,11,441/- A.Y. 2014-15 CIT (Appeal), Ahmedabad Custom Tariff Safeguard Duty 86,20,447/- F.Y. 2012-13 To be filed before Act CESTAT, Mumbai

8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to any financial institutions and banks.

9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid in accordance with the provisions of section 197 read with Schedule V to the Companies Act;

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

13) According to the information and explanations given to us and on the basis of our examination of the record of the company, in our opinion all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) According to the information and explanations given to us and on the basis of our examination of the record of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15) According to the information and explanations given to us and on the basis of our examination of the record of the company, the company has not entered into any non-cash transactions with directors or persons connected with the company. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

FOR, PANKAJ K. SHAH ASSOCIATES

Firm Registration No. 107352W

CHARTERED ACCOUNTANTS

Place : Ahmedabad

Date : 26.04.2017

(PANKAJ K. SHAH)

PROPRIETOR

M. No. 34603

Mar 31, 2016

The Members,

SURAJ LIMITED

Ahmadabad.

Report on the Financial Statements :

We have audited the accompanying Standalone financial statements of M/s. SURAJ LIMITED, ("the Company") which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, 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 :

Auditors'' Responsibility :

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.

Basis for Qualified Opinion

The value of closing stock considered by Company is excessive by Rs. 3148.43 Lakh while valuing the closing stock as per Accounting Standard -2 for the year.

The effect of this on Company''s statement of Profit & Loss will be a decrease of Profit by Rs. 3148.43 Lakh and shareholder''s fund would have been lower by Rs. 3148.43 Lakh.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the basis for qualified opinion paragraph, the accompanying 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 2016, its Profit and its cash flows for the year ended on that date.

Emphasis of Matter:

We draw attention to;

Note -26(II)(1)(a)to the financial statements, relating to Contingent Liabilities not provided by Company. Our opinion is not qualified in respect of this matter.

Report on other Legal and Regulatory Requirements :

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 knowl edge 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 it appears from our examination of those books;

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

d) In our opinion, the aforesaid Standalone financial statements comply with the Accounting Standards except accounting standard - 2 on valuation of inventory 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 March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 26(II) (1) & (4) to the financial statements;

ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

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

7) (a) According to the records of the company and the information and explanations given to us and

on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date they became payable.

Name of Statue	Nature of Dues	Disputed Amount Rs.	Period to which the amount Relates	Forum where dispute is pending
Sales Tax Act	Sales Tax	2,24,379/-	2003-04	Sales Tax Appellate Commissioner Ahmadabad.
Sales Tax Act	Sales Tax	1,40,975/-	2004-05	Jt. Commissioner of Commercial Taxes Ahmadabad.
Sales Tax Act Central Sales Tax Act	Sales Tax Central Sales Tax	1,02,99,133/ 2,15,448/-	2008-09	VAT Tribunal
Sales Tax Act Central Sales Tax Act	Sales Tax Central Sales Tax	1,60,08,820/ 19,27,163/-	2009-10	VAT Tribunal
Sales Tax Act Central Sales Tax Act	Sales Tax Central Sales Tax	1,60,15,517/ 8,96,066/-	2010-11	VAT Tribunal
Income Tax Act	Income Tax	7,36,82,162/-	A.Y. 2008-09	CIT (Appeal), Ahmadabad
Income Tax Act	Income Tax	5,23,634/-	A.Y. 2008-09	CIT (Appeal), Ahmadabad
Income Tax Act	Income Tax	1,85,83,455/-	A.Y. 2009-10	CIT (Appeal), Ahmadabad
Income Tax Act	Penalty	73,62,856/-	A.Y. 2009-10	CIT (Appeal), Ahmadabad
Income Tax Act	Income Tax	2,97,787/-	A.Y. 2010-11	Before A.O. u/s. 154
Income Tax Act	Income Tax	8,76,01,472/-	A.Y. 2011-12	CIT (Appeal), Ahmadabad
Income Tax Act	Income Tax	14,21,96,316/-	A.Y. 2012-13	CIT (Appeal), Ahmadabad
Income Tax Act	Income Tax	6,42,55,881	A.Y. 2013-14	CIT (Appeal), Ahmadabad
Income Tax Act	Income Tax	5,58,11,441/-	A.Y. 2014-15	CIT (Appeal), Ahmadabad
Income Tax Act	Income Tax	9,17,386/-	A.Y. 2001-02	Before A.O. u/s. 154
Custom Tariff Act	Safeguard Duty	86,20,447/-	F.Y. 2012-13	To be filed before CESTAT, Mumbai

8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to any financial institutions and banks.

(ix) of the Order are not applicable to the Company and hence not commented upon.

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

(xv) of the Order are not applicable to the Company and hence not commented upon.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of M/S. Suraj Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for the Financial Statements :

The Company''s management is responsible for establishing and maintaining internal financial controls. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility :

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016.

FOR, PANKAJ K. SHAH ASSOCIATES

Firm Registration No. 107352W

CHARTERED ACCOUNTANTS

Place : Ahmadabad

Date : 26.05.2016

(PANKAJ K. SHAH)

PROPRIETOR M. No. 34603

Mar 31, 2015

We have audited the accompanying Financial Statements of M/s. SURAJ LIMITED, (the "Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit & 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 :

The Company''s Board of Directors 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 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 provision of the Act for safeguarding the assets of the company and for preventing and detect- ing frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and mainte- nance of adequate internal financial controls, that were operating effectively for the ensuring the accu- racy 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.

Auditors'' Responsibility :

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.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judg- ment, including the assessment of the risk of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial con- trols relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting polices 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 financial statements.

Emphasis of Matter :

We draw attention to ;

Note - 26(H)(1)(b) to the financial statements, relating to Survey Conducted by excise department in connection with ascertainment of evasion of central excise duty by the company.

Note - 26(ll)(1 )(c) to the financial statements regarding audit of xerox copies of cetain records.

Note - 26(H)(4) to the financial statements, relating to remuneration paid in respect of the Chairman & C.F.O., Vice Chairman & Whole Time Director and Managing Director & C.E.O., of the Company for the financial year 2014-15 which is in excess of the limits prescribed under Section 197 read with Schedule - V of the Companies Act, 2013 Our opinion is not qualified in respect of this matter.

Opinion :

In our opinion and to the best of our information and according to the explanations given to us, the accompanying 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 ac- cepted in India.

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2015

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

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

Report on other Legal and Regulatory Requirements :

1. As required by the Companies (Auditor''s Report) Order, 2015, issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (hereinafter referred to the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annex- ure a statement on the matters specified in paragraphs 3 and 4 of the order.

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

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

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

c) The Balance Sheet and Statement of Profit & Loss 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 pre- scribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Nore 26(H) (1) & (4) to Financial Statements.

ii) In our opinion and as per the information and explanations provided to us, the company has not entered into any long-term contracts including derivative contracts, requiring pro- vision under applicable laws or accounting standards, for material foreseeable losses, and

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

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Re- quirements" of our report of even date.

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets on the basis of available information.

(b) A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on physical veri- fication were not material and properly dealt with in the books of account.

2. (a) The Inventories has been physically verified at reasonable intervals by the management. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion and according to information and 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 the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion the company has maintained proper records of inventory and according to the records of the company, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt within the books of account.

3. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firm and other parties covered in the Register maintained under Section 189 of the Companies Act. Accordingly, the sub-clauses (a) and (b) are not applicable to the Company.

4. In our opinion and on the basis of test checks carried out by us, it appears that there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination of the books of account and records of the company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. According to the information and explanation given to us, the Company has not accepted any deposits in terms of directives issued by Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act and rules framed there under.

6. We have broadly reviewed the books of account maintained by the Company pursuant to sub- section (1) of Section 148 of the Companies Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7. The company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax .duty of cus- toms, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and we have been informed that there are no arrears of outstanding statutory dues as at the last day of the financial year under audit for a period of more than six months from the date they became payable.

(a) According to the information and explanations given to us and record of the Company dis- puted amount payable in respect of Income tax and sales tax not deposited with the appropri- ate authorities are as under:

Name of Statue Nature of Dues Disputed Amount

Sales Tax Act Sales Tax 2,24,379/-

Sales Tax Act Sales Tax 1,40,975/-

Sales Tax Act Sales Tax 1,02,99,133/-

Central Sales Tax Act Central Sales Tax 2,15,448/- Sales Tax Act Sales Tax 1,60,08,820/-

Central Sales Tax Act Central Sales Tax 19,27,163/-

Sales Tax Act Sales Tax 1,60,15,517/-

Central Sales Tax Act Central Sales Tax 8,96,163/-

Income Tax Act Income Tax 2,18,750/-

Income Tax Act Income Tax 9,17,386/-

Income Tax Act Penalty 73,62,856/-

Name of Statue Period to which the Forum where dispute Amount Relates is pending

Sales Tax Act 2003- 04 Sales Tax Appellate Commissioner Ahmedabad.

Sales Tax Act 2004- 05 Jt. Commissioner of Commissioner Ahmedabad.

Sales Tax Act 2008- 09 VAT Tribunal Central Sales Tax Act

Sales Tax Act 2009- 10 VAT Tribunal Central Sales Tax Act

Sales Tax Act 2010- 11 VAT Tribunal Central Sales Tax Act

Income Tax Act A.Y. 2010-11 Before ITAT ''

Income Tax Act A.Y. 2001-02 Before A.O. u/s. 154

Income Tax Act A.Y. 2009-10 CIT (Appeal),Ahmedabad

(b) The amount required to be transferred to Investor Education and Protection Fund has been transferred within the stipulated time in accordance with the provisions of the Companies Act, 1956 and Rules made there under.

8. The Company has no accumulated losses at the end of the financial year under audit. The company has not incurred any cash losses during the financial year covered under audit, and also during immediately preceding financial year.

9. According to the records of the company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank.

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

11. According to the information and explanations given to us, no term loans were obtained dur- ing the year under audit.

12. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the manage- ment, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR, PANKAJ K. SHAH ASSOCIATES Firm Registration No. 107352W CHARTERED ACCOUNTANTS

Place: Ahmedabad Date : 12.05.2015

(PANKAJ K. SHAH) PROPRIETOR M. No. 34603

Mar 31, 2014

We have audited the accompanying Financial Statements of M/s. SURAJ LIMITED (the "Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit & Loss and also the Cash Flow Statement for the year ended and a summary of significant accounting polices and other explanatory information

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 and 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 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.

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 auditors'' 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 auditors consider 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. Emphasis of Matter:

We draw attention to ;

Note - 25(II)(1) to the Financial statements regarding search conducted by Income Tax Department u/s. 132 of the Income Tax Act during the financial year.

Note - 25(II)(1)(c) to the financial statements, relating to summons received by the company from excise department in connection with an inquiry to ascertain the evasion of any central excise duty by the company.

Note - 25(II)(4)(a) to the financial statements, relating to remuneration paid in respect of the Chief Financial Officer, Managing Director, Director & Whole Time Director of the Company for the financial year 2013-14, which is in excess of the limits prescribed under Section 198 read with schedule XIII of companies act 1956.

Our opinion is not qualified in respect of this matter.

Opinion :

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

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2014.

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

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

Report on other Legal and Regulatory Requirements :

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the companies (Auditor''s Report) (amendment) order, 2004 issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

c) The Balance Sheet, Statement of Profit & 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 & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/ 2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 to the extent applicable.

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 2014 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full particulars including quantitative details and situation of fixed assets are under compilation.

(b) A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on physical verification were not material and properly dealt with in the books of account.

(c) The fixed assets disposed off during the year were not substantial. According to the information and explanation given to us, we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

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

(b) In our opinion and according to information and 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 the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion the company has maintained proper records of inventory and according to the records of the company, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt within the books of account.

(iii) (a) The Company has not granted any unsecured loan to any company / party covered in the Register maintained under section 301of the Act.

(b) The Company has taken interest free unsecured loan from one company listed in the Register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 566.50 Lacs and the outstanding amount of such loan at the year end is Rs. 423.50 Lacs.

(c) The above loan is interest free and other terms and conditions of such loans are not prima-facie prejudicial to the interest of the company.

(d) In our opinion and according to the explanation given to us, the company is regular in paying the principal amounts.

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

(v) According to the information and explanations given to us, there were no contracts or arrangements that were required to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(vii) Internal audit is carried out by a firm of Chartered Accountants. On the basis of the reports made by them to the management, in our opinion, the Internal Audit System is commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of the cost records under section 209(1)(d) of the companies Act,1956 in respect of the Company''s products. As per the information and explanations provided to us, we are of the opinion that prima facie, the prescribed cost records have been maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, we are of the opinion that the company is generally regular in depositing with appropriate authorities undisputed statutory dues regarding provident fund, income-tax, Vat, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues as applicable.

Based on our audit procedures and according to the information and explanations given to us, and records of the company, there are no arrears of statutory dues which has remained outstanding as at 31st March 2014 for a period of more than Six months from the date they became payable.

(b) According to the information and explanations given to us, and the records of the company, disputed amounts payable in respect of Income Tax and Sales Tax not deposited with the appropriate authorities are as under:

Name of Statue Nature of Dues Disputed Period to Amount which the Rs. amount relates

Sales Tax Act Sales Tax 2,24,379/- 2003-04

Sales Tax Act Sales Tax 1,40,975/- 2004-05

Sales Tax Act Sales Tax 1,02,99,133/- 2008-09

Central Sales Tax Act Central Sales Tax 2,15,448/-

Sales Tax Act Sales Tax 1,60,08,820/- 2009-10

Central Sales Tax Act Central Sales Tax 19,27,163/-

Income Tax Act Income Tax 4,68,300/- A.Y. 2010-11

Income Tax Act Income Tax 9,17,386/- A.Y. 2001-02

Income Tax Act Penalty 73,62,856/- A.Y. 2009-10

Name of Statue Forum where dispute is pending

Sales Tax Act Sales Tax Appellate Commissioner Ahmedabad.

Sales Tax Act Jt. Commissioner of Commercial Taxes Ahmedabad.

Sales Tax Act VAT Tribunal Central Sales Tax Act

Sales Tax Act VAT Tribunal Central Sales Tax Act

Income Tax Act CIT (Appeal) - XIV Ahmedabad

Income Tax Act Before A.O. u/s. 154

Income Tax Act CIT (Appeal), Ahmedabad

(x) The Company has no accumulated losses as at 31st March 2014. The company has not incurred any cash losses during the current financial year and also during immediately preceding financial year.

(xi) According to the records of the company, and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank during the financial year.

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

(xiii) In our opinion, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies 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.

(xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) According to information and explanations given to us, in our opinion, the term loans have been applied for the purpose for which they were obtained/ raised.

(xvii) On the basis of overall examination of the Balance Sheet of the Company and information and explanation given to us, in our opinion funds raised on short term basis have not been used to finance long term investment.

(xviii) The Company has not made any preferential allotment of shares during the year to any parties and companies covered in the register maintained under Section 301 of the Companies Act 1956.

(xix) The Company has not issued any secured debentures during the year nor has any outstanding debenture during the year.

(xx) The company has not raised any money by way of public issues during year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the

financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For, PANKAJ K. SHAH ASSOCIATES Firm Registration No. 107352W CHARTERED ACCOUNTANTS

Date : 21-05-2014 Pankaj K. Shah (Proprietor) Place : Ahmedabad M. No. : 34603

Mar 31, 2013

Report on the Financial Statements :

We have audited the accompanying Financial Statements of M/s. SURAJ LIMITED (the "Company"), which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit & Loss and also the Cash Flow Statement for the year ended and a summary of significant accounting polices and other explanatory information.

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 flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 of India (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.

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 auditors'' 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 auditors consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management as well as evaluating the overall presentation of the financial statements.

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

Opinion :

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

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2013.

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

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

Report on other Legal and Regulatory Requirements :

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the companies (Auditor''s Report) (amendment) order, 2004 issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 2013 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

Referred to in paragraph 1 under the heading of " Report on other Legal and Regulatory Requirements of our report of even date.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full particulars including quantitative details and situation of fixed assets are under compilation.

(b) A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on physical verification were not material and properly dealt with in the books of account.

(c) The fixed assets disposed off during the year were not substantial. According to the information and explanation given to us, we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

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

(b) In our opinion and according to information and 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 the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion the company has maintained proper records of inventory and according to the records of the company, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt within the books of account.

(iii) (a) The Company has granted interest free unsecured loan to one company covered in the Register maintained under section 301of the Act. The maximum amount involved during the year was Rs. 139 Lacs and the balance outstanding of such loan at the year end is Rs. NIL.

(b) The above loan is interest free and other terms and conditions of such loans are not prima-facie prejudicial to the interest of the company.

(c) In respect of the aforesaid loan, there is no stipulation as regard receipt/ renewal of the principal amounts.

(d) There are no overdue amount of more than rupees one lakh of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has taken interest free unsecured loan from one company listed in the Register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 573 Lacs and the balance outstanding amount of such loan at the year end is Rs. 69.50 Lacs.

(f) The above loan is interest free and other terms and conditions of such loans are not prima-facie prejudicial to the interest of the company.

(g) In our opinion and according to the explanation given to us, the company is regular in paying the principal amounts.

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

(v) According to the information and explanations given to us, there were no contracts or arrangements that were required to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(vii) Internal audit is carried out by a firm of Chartered Accountants. On the basis of the reports made by them to the management, in our opinion, the Internal Audit System is commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of the cost records under section 209(1)(d) of the companies Act,1956 in respect of the Company''s products. As per the information and explanations provided to us, we are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, we are of the opinion that the company is generally regular in depositing with appropriate authorities undisputed statutory dues regarding provident fund, income-tax, Vat, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues as applicable. Based on our audit procedures and according to the information and explanations given to us, and records of the company, there are no arrears of statutory dues which has remained outstanding as at 31st March 2013 for a period of more than Six months from the date they became payable.

(x) The Company has no accumulated losses as at 31st March 2013. The company has not incurred any cash losses during the current financial year and also during immediately preceding financial year.

(xi) According to the records of the company, and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank during the financial year.

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

(xiii) In our opinion, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies 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.

(xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) According to information and explanations given to us, in our opinion, the term loans have been applied for the purpose for which they were obtained/ raised.

(xvii) On the basis of overall examination of the Balance Sheet of the Company and information and explanation given to us, in our opinion funds raised on short term basis have not been used to finance long term investment.

(xviii) The Company has not made any preferential allotment of shares during the year to any parties and companies covered in the register maintained under Section 301 of the Companies Act 1956.

(xix) The Company has not issued any secured debentures during the year nor has any outstanding debenture during the year.

(xx) The company has not raised any money by way of public issues during year.

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

For, PANKAJ K. SHAH ASSOCIATES

Firm Registration No. 107352W

CHARTERED ACCOUNTANTS

Date : 28-05-2013 Pankaj K. Shah (Proprietor)

Place : Ahmedabad M. No. : 34603

Mar 31, 2012

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

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the companies (Auditor's Report) (amendment) order, 2004 issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

(e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 2012 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) 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 together with the Significant Accounting Policies and other notes in Note No. - 26 thereon, give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India.

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

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

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

Annexure referred to in paragraph 3 of the Auditor's report to the members of M/S SURAJ LIMITED. on the accounts for the year ended 31st March, 2012.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full particulars including quantitative details and situation of fixed assets are under compilation.

(b) All the fixed assets have not been physically verified by the management during the year, but there is a regular programme of verification at reasonable intervals , which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed on such verification.

(ii) (a) The Inventories lying with the company have been physically verified at reasonable intervals during the year by the management. In our opinion the frequency of such verification is adequate.

(b) In our opinion and according to information and 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 the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion the company has maintained proper records of inventory and according to the records of the company, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt within the books of account.

(iii) (a) According to the information & explanations given to us, the Company has not granted any loans, secured or unsecured to companies , firms or other parties covered in the register required to be maintained under Section 301 of the Companies Act, 1956.Therefore , the provisions of clause 4

(iii) (b), (c), and (d) of the order are not applicable to Company.

(b) According to the information & explanations given to us, the Company has taken interest free unsecured loan from one company covered in the Register maintained under section 301of the Act. The maximum amount involved during the year was Rs. 623 Lacs and aggregate outstanding amount of such loan at the year end is Rs. 573 Lacs.

(c) The above loan is interest free and other terms and conditions of such loan are not prima-facie prejudicial to the interest of the company.

(d) In respect of the aforesaid loan, there are no overdue amounts.

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

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(vii) Internal audit is carried out by a firm of Chartered Accountants. On the basis of the reports made by them to the management, in our opinion, the Internal Audit System is commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of the cost records under section 209(1)(d) of the companies Act,1956 in respect of the Company's products. As per the information and explanations provided to us, we are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(b) According to the information and explanations given to us, and the records of the company, disputed amounts payable in respect of Income Tax and Sales Tax not deposited with the appropriate authorities are as under:

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

Sales Tax Act Sales Tax 2,24,379/- 2003-04 Sales Tax Appellate Commissioner Ahmedabad.

Sales Tax Act Sales Tax 1,40,975/- 2004-05 Jt. Commissioner of Commercial Taxes Ahmedabad.

Income Tax Act Income Tax 68,35,283/- A.Y. 2007-08 CIT (Appeal) - XIV Ahmedabad

Income Tax Act Income Tax 6,81,310/- A.Y. 2008-09 ITAT

Income Tax Act Income Tax 56,06,879/- A.Y. 2009-10 CIT (Appeal) - XIV Ahmedabad

Income Tax Act Income Tax 2,29,491/- A.Y. 2009-10 CIT(Appeal) - XIV Ahmedabad

(x) The Company has no accumulated losses as at 31st March 2012 and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(xi) According to the records of the company, and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank during the financial year.

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

(xiii) In our opinion, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the company.

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) According to information and explanations given to us, in our opinion, the term loans have been applied for the purpose for which they were obtained/ raised.

(xvii) On the basis of overall examination of the Balance Sheet of the Company and information and explanation given to us, in our opinion funds raised on short term basis have not been used to finance long term investment.

(xviii) The Company has not made any preferential allotment of shares during the year to any parties and companies covered in the register maintained under Section 301 of the Companies Act 1956.

(xix) The Company has not issued any debentures during the year.

(xx) The company has not raised any money by way of public issues during year.

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

For, PANKAJ K. SHAH ASSOCIATES

Firm Registration No. 107352W

CHARTERED ACCOUNTANTS

Place : Ahmedabad Pankaj K. Shah (Proprietor)

Date : 06/08/2012 M. No. : 34603

Mar 31, 2011

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

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

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

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

c) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

d) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 2011 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the Significant Accounting Policies and other notes in schedule 18 thereon, give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India.

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

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

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

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph 3 of the Auditor's report to the members of M/S SURAJ LIMITED (Formerly known as Suraj Stainless Ltd). on the accounts for the year ended 31st March, 2011.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full particulars including quantitative details and situation of fixed assets are under compilation.

(ii) (a) The Inventories lying with the company have been physically verified at reasonable intervals during the year by the management .In our opinion the frequency of such verification is adequate.

(iii) (a) According to the information & explanations given to us, the Company has Granted Interest free unsecured loans, to two companies, covered in the Register maintained under section 301 of Companies Act, 1956. The maximum amount involved during the year was Rs. 1201 Lacs and aggregate outstanding amount of such loan at the year end is Rs. NIL.

(b) According to the information & explanations given to us, the Company has taken Interest free unsecured loans from one company covered in the Register maintained under section 301of the Act. The maximum amount involved during the year was Rs. 400 Lacs and aggregate outstanding amount of such loan at the year end is Rs. 10 Lacs.

(c) The above loan is interest free and other terms and conditions of such loan is not prima-facie prejudicial to the interest of the company.

(d) In respect of the aforesaid loan, there are no overdue amounts.

(v) As there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, paragraph 4(v)(a)(b) of the order is not applicable

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

Name of Statue Nature of Disputed Period to Forum where Dues Amount which the dispute Rs. amount is pending relates

Sales Tax Act Sales Tax 2,24,379/- 2003-04 Sales Tax Appellate Commissioner Ahmedabad.

Sales Tax Act Sales Tax 1,40,975/- 2004-05 Jt.Commissioner of Commercial Taxes Ahmedabad.

Income Tax Act Penalty 2,06,340/- A.Y. CIT(Appeal)-XIV 2001-02 Ahmedabad

Income Tax Act Income Tax 92,796/- A.Y. CIT(Appeal)-XIV 2007-08 Ahmedabad

Income Tax Act Income Tax 8,17,920/- A.Y. CIT(Appeal)-XIV 2008-09 Ahmedabad

Income Tax Act Income Tax 2,47,724/- A.Y. CIT(Appeal)-XIV 2008-09 Ahmedabad

(x) The Company has no accumulated losses as at 31st March 2011 and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

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

(xiii) In our opinion, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the company.

(xiv) In our opinion, the company is not a dealing or trading in shares, securities, debentures and other investments..

(xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) According to information and explanations given to us, in our opinion, the term loans have been applied for the purpose for which they were obtained/ raised.

(xviii) The Company has not made any preferential allotment of shares during the year to any parties and companies covered in the register maintained under Section 301 of the Companies Act 1956.

(xix) The Company has not issued any debenture during the year.

(xx) The company has not raised any money by way of public issues during year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year nor have we been informed of such case by the management.

For, PANKAJ K. SHAH ASSOCIATES Firm Registration No. 107352W CHARTERED ACCOUNTANTS

Pankaj K. Shah (Proprietor) M. No. : 34603

Place : Ahmedabad Date : 09-08-2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/S SURAJ STAINLESS LTD., as at 31st March 2010 and the related Profit & Loss Account 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.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the companies (Auditors Report) (amendment) order, 2004 issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

d) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 10 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes in schedule 18 thereon, give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India.

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2010.

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

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

ANNEXURE TO THE AUDITORS REPORT Annexure referred to in paragraph 3 of the Auditors report to the members of M/S SURAJ STAINLESS LTD. on the accounts for the year ended 31st March, 2010.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full

particulars including quantitative details and situation of fixed assets are under compilation.

(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets, Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(ii) (a) The Inventories lying with the company have been physically verified by the management to the

extent practicable at reasonable interval during the year or at the year end.

(b) In our opinion 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) On the basis of our examination of the inventory records, in our opinion the company is maintaining proper records of inventory and according to the records of the company, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt within the books of account.

(iii) (a) According to the information & explanations given to us, the Company has not granted any loans, secured or unsecured to company, firms or other parties covered in the Register maintained under section 301 of Companies Act, 1956, Accordingly clause (b), (c) & (d) of paragraph 4 of the Order are not applicable to the company.

(b) According to the information & explanations given to us, the Company has taken unsecured loans from two companies to be listed in the Register required to be maintained under section 301of the Act. The maximum amount involved during the year was Rs. 1551 lacs and aggregate outstanding amount of such loan at the year end is Rs. NIL.

(c) In our opinion, the rate of interest and other terms and conditions of such loan Is not prima-facie prejudicial to the interest of the company.

(d) In respect of the aforesaid loans, principal amount of loan are repayable on call. However, the company is regular in payment of interest.

(e) In respect of the aforesaid loan, there are no overdue amounts.

(v) (a) In our opinion and according to the information & explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under section 301 of the Companies Act, 1956.

(b) In our opinion, and according to information and explanation given to us, the transactions of Purchase of goods and materials, Sale of goods and materials and Services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rupees Five lacs or more in respect of each party, have been made at prices which are reasonable, having regards to the prevailing market prices for such goods, materials & services or the prices at which the transactions for similar goods, materials & services have been made with other parties.

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(viii) The Central Government has prescribed maintenance of the cost records under section 209(1)(d) of the companies Act,1956 in respect of the Companys products. As per the information and explanations provided to us, we are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, we are of the opinion that the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, Vat-tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues as applicable, with the appropriate authorities in India. Based on our audit procedures and according to the information and explanations given to us, and records of the company, there are no arrears of statutory dues which has remained outstanding as at 31st March 2010 for a period of more than Six months from the date they became payable.

Name of Statue Nature of Dues Disputed Period to Amount which the Rs. amount relates

Sales Tax Act Sales Tax 2,24,379/- 2003-04

Sales Tax Act Sales Tax 1,40,975/- 2004-05

Income Tax Act Penalty 4,48,360/- A.Y. 2004-05

Income Tax Act Penalty 2,06,340/- A.Y. 2001-02

Income Tax Act Income Tax 10,48,579/- A.Y. 2004-05

Income Tax Act Income Tax 23,39,160/- A.Y. 2007-08

Income Tax Act Income Tax 21,53,467/- A.Y. 2007-08

Name of Statue Forum where dispute is pending

Sales Tax Act Sales Tax Appellate Commissioner Ahmedabad.

Sales Tax Act Jt. Commissioner of Commercial Taxes Ahmedabad.

Income Tax Act ITAT

Income Tax Act CIT (Appeal) - XIV Ahmedabad

Income Tax Act ITAT

Income Tax Act Jt. Commissioner of Income Tax, Circle - 8, Ahmedabad

Income Tax Act CIT (Appeal) - XIV Ahmedabad

(x) The Company has no accumulated losses as at 31st March 2010 and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(xi) According to the records of the company, and the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank during the financial year.

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

(xiii) In our opinion, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the company.

(xiv) According to the information and explanation given to us, as regards share trading activity, the company has maintained proper records of transactions and contracts in respect of trading in shares, debentures and other securities and timely entries have been made therein. The Shares, securities & other investments have been held by the company in its own name.

(xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) According to information and explanations given to us, in our opinion, the term loans have been applied for the purpose for which they were obtained/ raised.

(xvii) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were obtained.

(xviii) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Companies Act 1956.

(xix) The Company has not issued any debenture during the year.

(xx) The company has not raised any money by way of public issues during year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the company nor have we been informed of such case by the management.

For, PANKAJ K. SHAH ASSOCIATES

Firm Registration No. 107352W

CHARTERED ACCOUNTANTS

Place : Ahmedabad Pankaj K. Shah (Proprietor)

Date : 24.09.2010 M. No. : 34603

Mar 31, 2009

1. We have audited the attached Balance Sheet of M/S SURAJ STAINLESS LTD., as at 31st March 2009 and the related Profit & Loss Account 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.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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.

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

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

d) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 09 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us the said accounts together with the notes in schedule 18 thereon, give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India.

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2009.

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

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

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 of the Auditors report to the members of M/S SURAJ STAINLESS LTD. on the accounts for the year ended 31st March, 2009.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full particulars including quantitative details and situation of fixed assets are under compilation.

(ii) (a) The Inventories lying with the company have been physically verified by the management to the extent practicable at reasonable interval during the year or at the year end.

(b) In our opinion 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.

(iii) (a) According to the information & explanations given to us, the Company has not granted any secured or unsecured loans to any party listed in the Register required to be maintained under section 301 of Companies Act, 1956, Accordingly clause 4(iii), (b) (c) & (d) of the order are not applicable to the company.

(b) According to the information & explanations given to us, the Company has taken unsecured loans from three company to be listed in the Register required tobe maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 3043.85 lacs and aggregate outstanding amount of such loan at the year end was Rs. 2086.85.

(c) In our opinion, the rate of interest and other terms and conditions of such loan Is not prima-facie prejudicial to the interest of the company.

(d) In respect of the aforesaid loans, principal amount of loan are repayable on call. However, the company is regular in payment of interest.

(e) In respect of the aforesaid loan, there are no overdue amounts.

(v) (a) In our opinion and according to the information and explanations given to us, there are nd. transactions that need to be entered in the Register maintained under Section 301 of the Companies Act,1956.

(b) As there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, paragraph 4(v)(a)(b) of the order is not applicable.

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(viii) The Central Government has prescribed maintenance of the cost records under section 209(1 )(d)

of the companies Act,1956 in respect of the Companys products. As per the information and explanations provided to us, we are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the company. examined by us, we are of the opinion that the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, Vat-tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues as applicable, with the appropriate authorities in India. Based on our audit procedures and according to the information and explanations given to us, and records of the company, there are no arrears of statutory dues which has remained outstanding as at 31st March 2009 for a period of more than Six months from the date they became payable except Service Tax of Rs. 20,085/- for F.Y. 2007-08 & Income Tax of Rs. 3,58,143/- for A.Y. 2003-04.

Name of Statue Nature of Dues Disputed Period to Forum where AmountRs. which the dispute amount relate: is pending

Sales Tax Act Sales Tax 2,24,379/- 2003-04 Sales Tax Appellate Commissioner Ahmedabad.

Sales Tax Act Sales Tax 1,40,975/-2004-05 Jt. Commissioner of Commercial Taxes Ahmedabad.

Income Tax Act Penalty 4,48,360/- A.Y. 2004-05 CIT (Appeal) - XIV Ahmedabad

(x) The Company has no accumulated losses as at 31st March 2009 and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

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

(xiii) In our opinion, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the company.

(xiv) In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) According to information and explanations given to us, in our opinion, the term loans have been applied for the purpose for which they were obtained/ raised.

(xvii) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were obtained.

(xviii) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Companies Act 1956.

(xix) The Company has not issued any debenture during the year.

(xx) The company has not raised any money by way of public issues during year.

For, PANKAJK. SHAH ASSOCIATES CHARTERED ACCOUNTANTS Place : Ahmedabad Pankaj K. Shah (Proprietor) Date : 27th July 2009 M. No. : 34603

Mar 31, 2008

1. We have audited the attached Balance Sheet of M/S SURAJ STAINLESS LTD., as at 31st March 2008 and the related Profit & Loss Account 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.

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

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.

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

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

c) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with this report oemply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

d) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 08 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, subject to note no.2 regarding Non payment and Non provisioning of Interest tax liability of Rs. 6,56,547/- and non payment and non provision of interest dues under Central Excise Act, 1944 of Rs. 1,65,383/- and consequential effects on the profits of the company, the said accounts together with the notes in schedule 18 thereon, give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India.

We further report that had the observations made by us in paragraph no. (e) above being considered the profit before tax for the period would have been Rs. 2071.21 lacs against the reported profit of Rs. 2079.42 lacs.

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2008.

ii) In the case of Profit & Loss account, of the Profit for the year ended on that date and, iii) In the case of Cash Flow Statement, of the Cash Flow for the year ended on that date.

Annexure referred to in paragraph 3 of the Auditors report to the members of M/S SURAJ STAINLESS LTD. on the accounts for the year ended 31st March, 2008.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full particulars including quantitative details and situation of fixed assets are under compilation.

(ii) (a) The Inventories lying with the company have been physically verified by the management to the extent practicable at reasonable interval during the year or at the year end.

(b) In our opinion 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), On the basis of our examination of the inventory records, in our opinion the company is maintaining proper records of inventory and according to the records of the company, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt within the books of account.

(iii) (a) According to the information & explanations given to us, the Company has not granted any secured or unsecured loans to any party listed in the Register required tobe maintained under section 301 of Companies Act, 1956, Accordingly clause 4(iii), (b) (c) & (d) of the order are not applicable to the company.

(b) According to the information & explanations given to us, the Company has taken unsecured loans from three company to be listed in the Register required tobe maintained under section 301 of the Act. The maximum amount involved during ne year was Rs. 1462.24 lacs and aggregate outstanding amount of such loan at the year end was Rs. NiL.

(c) In our opinion, the rate of interest and other terms and conditions of such loan Is not prima-facie prejudicial to the interest of the company.

(d) In respect of the aforesaid loans, principal amount of loan are repayable on call. However, the company is regular in payment of interest.

(e) In respect of the aforesaid loan, there are no overdue amounts.

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

(v) (a) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered in the Register maintained under Section 301 of the Companies Act,1956.

(b) As there are no transactions that need tobe entered into the register maintained under section 301 of the Companies Act, paragraph 4(v)(a)(b) of the order is not applicable.

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(viii) The Central Government has prescribed maintenance of the cost records under section 209(1 )(d) of the companies Act,1956 in respect of the Companys products. As per the information and explanations provided to us, we are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, we are of the opinion that the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, Vat-tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues as applicable, with the appropriate authorities in India. Based on our audit procedures and according to the information and explanations given to us, and records of the company, there are no arrears of statutory dues which has remained outstanding as at 31st March 2008 for a period of more than Six months from the date they became payable except interest tax liability of Rs.2,33,533/-for assessment year 1996-1997 and Rs.4,23,014 for assessment year 1997-1998 and interest dues of Rs. 1,65,383/- for the period September, 2006 to August 2007 for earlier Cenvat Credit claimed under Central Excise Act, 1944,

Name of Statue Nature of Dues Disputed AmountRs.

Sales Tax Act Sales Tax 2,24,379/-

Sales Tax Act Sales Tax 1,40,975/-

Income Tax Act Income Tax 1,12,152/-

Income Tax Act Penalty 6,55,614/-

Period to Forum where which the dispute amount relates is pending

2003-04 Sales Tax Appellate Commissioner Ahmedabad.

2004-05 Jt. Commissioner of Commercial Taxes Ahmedabad.

A.Y. 2005-06 CIT (Appeal) - XIV Ahmedabad

A.Y. 2003-04 CIT (Appeal) - XIV Ahmedabad

(x) The Company has no accumulated losses as at 31st March 2008 and has not incurred any calh losses during the current financial year and in the immediately preceding financial year.

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

(xiii) In our opinion, the provisions of any special statute applicable to chit fund / nidhi / mutual-benefit fund/ societies are not applicable to the company.

(xiv) In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) According to information and explanations given to us, in our opinion, the term loans have been applfed for the purpose for which they were obtained/ raised.

(xvii) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were obtained.

(xviii) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Companies Act 1956.

(xix) The Company has not issued any debenture during the year. (xx) The company has not raised any money by way of public issues during year.

For, PANKAJ K. SHAH ASSOCIATES CHARTERED ACCOUNTANTS

Place : Ahmedabad Pankaj K. Shah (Proprietor) Date : 26th July 2008 M. No. : 34603

Mar 31, 2007

1. We have audited the attached Balance Sheet of M/S SURAJ STAINLESS LTD., as at 31st March 2007 and the related Profit & Loss Account 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.

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

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.

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

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

c) In our opinion, subject to Note No. 1(1) of Schedule 18 regarding non provision of Leave Encashment the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

d) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 07 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, subject to note no.2 regarding Non payment and Non provisioning of Interest tax liability of Rs.6,56,547/-and Note No. 1(i) regarding Non Provision of Leave Encashment as required by AS-15 issued by Institute of Chartered Accountant of India and consequential effects on the profits of the company and its effects on the liability of the company(Amount not quantifiable), the said accounts together with the notes in schedule 18 thereon, give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India.

We further report that had the observations made by us in paragraph no. (f) above being considered the profit before tax for the period would have been Rs. 1233.02 lacs against the reported profit of Rs. 1239.58 lacs,

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2007.

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

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

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 of the Auditors report to the members of M/S SURAJ STAINLESS LTD. on the accounts for the year ended 31st March, 2007.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full particulars including quantitative details and situation of fixed assets are under compilation.

(ii) (a) The Inventories lying with the company have been physically verified by the management to the extent practicable at reasonable interval during the year or at the year end.

(b) In our opinion 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.

(b) According to the information & explanations given to us, the Company has taken unsecured loans from three company to be listed in the Register required to be maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 987.40 lacs and aggregate outstanding amount of such loan at the year end was Rs. 613.68 lacs.

(c) In our opinion, the rate of interest and other terms and conditions of such loan is not prima-facie prejudicial to the interest of the company.

(d) In respect of the aforesaid loans, principal amount of loan are repayable on call. However, the company is regular in payment of interest.

(e) In respect of the aforesaid loan, there are no overdue amounts.

(b) As there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, paragraph 4(v)(a)(b) of the order is not applicable.

(vi) The Company has accepted deposits from few parties without compling the provision of section 5BA and rules framed there under. However the amount of such deposits is repaid during the year

(vii) The company has appointed a firm of Chartered Accountants for internal Audit. In our opinion, the same is commensurate with its size & nature of its business

(viii) The company has not maintained cost records prescribed u/s 209(1 )(d) of the companies Act,1956.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, we are of the opinion that the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, Vat-tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues as applicable, with the appropriate authorities in India. Based on our audit procedures and according to the information and explanations given to us, and records of the company, there are no arrears of statutory dues which has remained outstanding as at 31st March 2007 for a period of more than Six months from the date they became payable except interest tax liability of Rs.2,33,533/-for assessment year 1996-1997 and Rs.4,23,014 for assessment year 1997-1998.

(b) According to the information and explanations given to us, and the records of the company, disputed amounts payable in respect of Income Tax not deposited with the appropriate authorities are as under:

Name of Statue Nature of Dues Disputed Amount Rs.

Sales Tax Act Sales Tax 2,24,379/- Sales Tax Act Sales Tax 1,40,975/- Income Tax Act Income Tax 4,02,662/-

Period to Forum where which the dispute amount relates is pending

2003-04 Sales Tax Appellate Commissioner Ahmedabad.

2004-05 Jt. Commissioner of Commercial Taxes Ahmedabad.

A.Y. 2004-05 CIT (Appeal) - XIV Ahmedabad

(x) The Company has no accumulated losses as at 31st March 2007 and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

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

(xiii) In our opinion, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the company.

(xiv) In cur opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

(XV) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) According to information and explanations given to us, in our opinion, the term loans have been applied for the purpose for which they were obtained/ raised.

(xvii) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were obtained.

(xviii) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Companies Act 1956.

However the company has issued 5,15,000 shares at a premium of Rs. 260 per share to overseas corporate body under SEBI Preferential guideline.

(xix) The Company has not issued any debenture during the year.

(xx) The company has not raised any money by way of public issues during year.

For, PANKAJ K. SHAH ASSOCIATES CHARTERED ACCOUNTANTS

Pankaj K. Shah

Place : Ahmedabad (Proprietor) Date : 26th June 2007 M.No. : 34603

Mar 31, 2006

1. We have audited the attached Balance Sheet of M/S SURAJ STAINLESS LTD., as at 31st March 2006 and also the Profit & Loss Account and also the Cash Flow Statement of the company 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.

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

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

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

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

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

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the company are prima facie disqualified as at 31st March 06 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) 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 accounts together with the notes in schedule 16 thereon, give the information required under the Companies Act, 1956 in the manner so required and subject to note no.2 regarding Non payment of Interest tax liability of Rs. 6,56,547, give a true and fair view in conformity with the Accounting Principles generally accepted in India. We further report that had the observations made by us in paragraph no. (f) above being considered the profit before tax for the period would have been Rs. 454.42 lacs against the reported figure of Rs.460.99 lacs.

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2006.

ii) In the case of Profit & Loss account, of the Profit for the year ended on that date and.

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

FOR PANKAJ K. SHAH ASSOCIATES CHARTERED ACCOUNTANTS Pankaj K. Shah Ahmedabad Proprietor M.No. 34603 Date : 28.6.2006

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 of the Auditors report to the members of M/S SURAJ STAINLESS LTD. on the accounts for the year ended 31st March, 2006.

(i) (a) According to the information and explanation given to us, the fixed assets records showing full particulars including quantitative details and situation of fixed assets are under compilation.

(b) As explained 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 the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the company has not disposed of substantial part of its fixed assets during the year and the Going Concern status of the Company is not effected.

(ii) (a) The Inventories lying with the company have been physically verified by the management to the extent practicable at reasonable interval during the year or at the year end.

(b) In our opinion 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 the company is maintaining proper records of inventories and according to the records of the company the discrepancies noticed on physical verification of stocks as compared to book records were not material.

(iii) (a) The Company has granted unsecured loans to three company to be listed in the Register required tobe maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 402.85 lacs. and aggregate outstanding amount of this loan at the year end was Rs.NIL.

(b) In our opinion, the rate of interest and other terms and conditions of the loan granted by the company are prima-facie not prejudicial to the interest of the company.

(c) In respect of the aforesaid loan, principal amount of loan are repayable on call However, the party was regular in payment of interest.

(d) In respect of the aforesaid loan, there are no overdue amounts.

(e) The Company has taken unsecured loan from three company to be listed in the Register required tobe maintained under section 301 of the Act. The maximum amount involved during the year was Rs 1242.85 lacs. and aggregate outstanding amount of this loan at the year end was Rs.859.55 lacs.

(f) In our opinion, the rate of interest and other terms and conditions of the loan taken by the company are prima-facie not prejudicial to the interest of the company.

(g) In respect of the aforesaid loan, principal amount of loan are repayable on call. However, the party was regular in payment of interest.

(h) In respect of the aforesaid loan, there are no overdue amounts.

(iv) In our opinion and on the basis of test checks carried out by us, it appears that there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of audit, we have neither come across nor have been informed of any instance of major weaknesses in aforesaid internal control procedure, which would require corrective action

(b) As there are no transactions that need tobe entered into the register maintained under section 301 of the Companies Act, paragraph 4(v)(b) of the order is not applicable

(vi) The Company has not accepted deposits from public.

(vii) The company did not have any formal internal audit system during the year under review In the opinion of the management, the existing internal control procedures are adequate and hence separate internal audit is not called for.

(viii) The company has not maintained cost records u/s 209(1)(d) of the companies Act, 1956.

(ix) (a) According to the records of the company, we are of the opinion that the company has been regular in depositing with appropriate authorities 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 and other statutory dues applicable to it. Based on our audit procedures and according to the information and explanations given to us, and records of the company, there are no arrears of statutory dues which has remained outstanding as at 31st March 2006 for a period of more than Six months from the date they became payable except interest tax liability of Rs.2,33,533/- for assessment year 1996-1997 and Rs.4,23,014 for assessment year 1997-1998.

(b) According to the information and explanations given to us, and the records of the company, disputed amounts payable in respect of Sales Tax not deposited with the appropriate authorities are as under:

Name of Statue Nature of Dues Disputed Period to Forum where Amount Rs. which the dispute amount relates is pending

Sales Tax Act Sales Tax 2.24.379/- A. Y. 2003-04 Sales Tax Appellate Commissioner Ahmedabad.

(x) The Company has no accumulated losses and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

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

(xiii) In our opinion, the provisions of any special statute applicable to chit fund or nidhi mutual fund or mutual benefit fund/societies are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures and other investments during the year.

(xv) As per the information and explanations given to us, the Company has not given guarantees for loans taken by others from bank.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were obtained/raised.

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

(xviii) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Companies Act 1956.

(xix) The Company has not issued any debenture during the year.

(xx) The company has not raised any money by way of public issues during year.

FOR PANKAJ K. SHAH ASSOCIATES CHARTERED ACCOUNTANTS Pankaj K. Shah Ahmedabad Proprietor Date : 28.6.2006 M.No.34603

Mar 31, 2005

1. We have audited the attached Balance Sheet of M/S SURAJ STAINLESS LTD., as at 31st March 2005 and also the Profit & Loss Account of the company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. 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 amount and disclosures in the Financial Statement. An audit also includes assessing the accounting principles used and significant estimates made oy management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

c) The Balance Sheet, Profit & 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 & Loss Account and Cash Flow Statement dealt with this report comply with the Accounting Standardsreferred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified as on 31st March 05 from being appointed as Directors of the company under clause (g) of Section 274(1) 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 accounts together with the notes in schedule 16 thereon, give the information required under the Companies Act, 1956 in the manner so required. We further report that had the observations made by us in paragraph no. (f) above being considered the profit for the period would have been Rs.306.87 lacs against the reported figure of Rs. 313.44 lacs.

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2005.

ii) In the case of Profit & Loss account, of the Profit for the year ended on that date.

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

FOR PANKAJ K. SHAH ASSOCIATES CHARTERED ACCOUNTANTS Pankaj K. Shah Ahmedabad Proprietor Date : 16th July, 2005

Annexure referred to in paragraph 3 of the Auditors report to the members of M/S SURAJ STAINLESS LTD. on the accounts for the year ended 31st March, 2005.

(i) (a) According to the information and explanation given to us. the fixed assets records showing full particulars including quantitative details and situation of fixed assets are under compilation.

(b) The Company has a phased programme of physical verification of its fixed assets by which all fixed assets are verified over a period of three years. In our opinion, the periodicity of verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were verified during the year. No material discrepancies were noticed on such verification.

(c) During the year. the company has not disposed off any major part of plant & Machinery that would affect the Going Concern status of the Company.

(ii) (a) The Inventories lying with the company have been physically verified by the management to the extent practicable at reasonable interval during the year or at the year end.

(b) In our opinion 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.

(iii) (a) The Company has granted unsecured loans to company to be listed in the Register required under section 301of the Act. The maximum amount involved during the year was Rs.184,91 lacs. and aggregate outstanding amount of this loan at the year end was Rs.NIL.

(b) In our opinion, the rate of interest and other terms and conditions of the loan granted by the company are prima-facie not prejudicial to the interest of the company.

(c) In respect of the aforesaid loan, principal amount of loan are repayable on call. However, the party was regular in payment of interest.

(d) In respect of the aforesaid loan, there are no overdue amounts. (e-) The Company has taken unsecured loan from one company to be listed, in the Register required under section 301 of the Act. The maximum amount involved during the year was Rs. 165.38 lacs. and aggregate outstanding amount of this loan at the year end was Rs.NIL.

(f) In our opinion, the rate of interest and other terms and conditions of the loan taken by the company are prima-facie not prejudicial to the interest of the company.

(g) In respect of the aforesaid loan, principal amount of loan are repayable on call. However, the party was regular in payment of interest.

(h) In respect of the aforesaid loan, there are no overdue amounts.

(iv) In our opinion and on the basis of test checks carried out by us. it appears that there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of audit we have neither come across nor have been informed of any instance of major weaknesses in aforesaid internal control procedure, which would require corrective action

(v) (a) In our opinion and according to the information and explanations given to us, the transactions that needed to be entered into the Register maintained under Section 301 of the Companies Act.1956 have been entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding Rupees five lakhs or more in respect of each party during the year, have been made at prices which are reasonable having regard to the prevalent market prices at th3 relevant time.

(vi) In our opinion and according to the information and explanation given to us the Company has accepted deposits to which the provisions of Section 58A of the Companies Act, 1956 are attracted. However, the company has not complied the provision of Section 58A and rules framed thereunder.

(vii) The company did not have any formal internal audit system during the year under review. In the opinion of the management, the existing internal control procedures are adequate and hence separate internal audit is not called for.

(viii) The company has not maintained cost records u/s 209(1)(d) of the companies Act. 1956.

(ix) (a) According to the records of the company, we are of the opinion that the company has been regular in depositing with appropriate authorities 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 and other statutory dues applicable to it. Based on our audit procedures and according to the information and explanations given to us, and records of the company, there are no arrears of statutory dues which has remained outstanding as at 31st March 2005 for a period of more than Six months from the date they became payable.

Name of Statue Nature of Dues Disputed Period to Forum where Amount Rs. which the dispute amount relates is pending

Income-Tax Act, 1961. Income-Tax 5,69,805/- A.Y.2001-02 Income Tax Appellate Tribunal Ahmedabad.

(x) Tne Company has no accumulated losses and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

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

(xii) In our opinion, the provisions of any special statute applicable to chit fund or nidhi mutual fund or mutual benefit fund/societies are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures and other investments during the year.

(xv) As per the information and explanations given to us, the Company has given guarantees for loans taken by others from bank.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were obtained/raised.

(xviii) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Companies Act 1956.

(xix) The Company has not issued any debenture during the year.

(xx) The company has not raised any money by way of public issues during year.

FOR PANKAJ K. SHAH ASSOCIATES CHARTERED ACCOUNTANTS Pankaj K. Shah Ahmedabad Proprietor Date : 16th July, 2005

Mar 31, 2003

We have audited the attached Balance Sheet of M/s. SURAJ STAINLESS LIMITED as at 31st March, 2003 and also the Profit and Loss account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management Our responsibility is to express an opinion on these financial statements based on our audit.

An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation We believe that our audit provides a reasonable basis for our opinion.

As required by the Manufacturing and Other Companies (Auditor's Report) Order, 1988 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order

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

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

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

iii) the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Account;

iv) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in section 211(3C) of the Companies Act, 1956 except Accounting Standard - 2 & 15 in respect of which a reference is made to note no. 1 (E) and 1 (H) respectively of significant accounting policies in schedule 18.

v) On the basis of the written representations received from the Directors as on 31st March, 2003 and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a Director in terms of Section 274(1 )(g) of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the accounts read together with notes thereon in Schedule 18 give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2003;

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

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

ANNEXURE TO THE AUDITORS'REPORT

Referred to in Paragraph 1 of our Report of even date on the Accounts

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets of its erstwhile company. We are informed that major fixed assets were physically verified by the management during the year and no material discrepancies were noticed on such verification

2. The Company has not revalued any of its fixed assets during the year.

3 As explained to us,Raw material, Work in process, Finished goods, trading materials and stores & spares except stock in transit and lying with third parties have been physically verified by management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the company and the nature of its business.

4. Subject to our observation at point 3 above, and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. Subject to our observation at point 3 above and as explained to us, no material discrepancies were noticed on physical verification of stock of raw materials, stores & spares and finished goods, having regard to the size of the operations of the Company.

6. In our opinion, the valuation of stock is fair & Proper in accordance with the normally accepted accounting principles.

7. The Company has accepted loans from a company in which directors are interested as listed in the register maintained under Section 30. However, the terms and conditions of such loan are not prima-facie prejudicial to the interest of the company.

8. In our opinion, the rate of interest and the terms and conditions on which loans and deposits have been granted to a company in which directors are interested as listed in the register maintained under Section 301 of the Companies Act, '1956, are not prima facie prejudicial to the interest of the Company.

9. The parties (including employees) to whom loans or advances in the nature of loans have been given by the Company, are repaying the principle amount as stipulated and are also regular in payment of interest wherever applicable.

10. In our opinion and according to the information and explanations given to us, there are adequate internal control procedure commensurate with the size of the Company and the nature of its business for the Purchase of Stores, raw materials including components, Plant & Machinery, Equipment and other assets and for the sale of goods.

11. In our opinion and according to the information and explanation given to us, the transactions (or purchase of goods and materials and sale of goods, material and services made in pursuance of contract or arrangements entered in the register maintained under Section 301 of the Companies Act,1956 and aggregating during the year to Rs.50,000/- or more in respect of each party have been made at prices which are reasonable having regard to the prevailing market price for such goods, materials or services or the prices at which transaction for similar goods, materials or services have been made with other parties.

12. As explained to us, the Company has no unserviceable or damaged Stores, raw materials and finished goods.

13. The Company has not accepted any deposit from the public during the year.

14. The company is not maintaining records for the sale and disposal of scraps except as maintained in the excise records. The company has no by-product.

15. The existing internal control procedures are adequate and commensurate with the size and nature oj the business of the company. However the company has no formal internal audit system during the year.

16. The company has not maintained cost records u/s 209 (1)(d) of the companies Act, 1956.

17. According to the records produced before us, the company is regular in depositing the dues of Provident Fund with the appropriate authorities. As informed to us, Employee's State Insurance Act is not applicable to the Company.

18. According to the information and explanations given to us, no undisputed amounts were outstanding in respect of Income Tax, Sales Tax Wealth Tax, Custom Duty and Excise Duty as on 31st March, 2003 for a period of more than Six months from the date they became payable.

19. To the best of our knowledge, and on the basis of our examination of the books of accounts and the information and explanations given to us, no personal expenses of employees or directors have been charged to the revenue account other than those payable under contractual obligation or in accordance with generally accepted business prac'ices.

20. The Company is not a Sick Industrial Company within the meaning of Section 3(1 )(0) of the Sick industrial Companies (Special Provision) Act, 1985.

21. In respect of trading activities, we are informed by the Management that the inventory of stock in trade does not include any damaged goods.

22. As explained to us, in respect of the Company's service activity, the company has a reasonable system of recording receipts, issues and consumption of stores materials and allocating stores materials consumed to the relative jobs, commensurate with its size and the nature of its business. The Company does not allocate man-hours to jobs.

23. As informed to us, there is reasonable system of authorization at proper level, and adequate system of internal control commensurate with the size of the company and nature of business, on issue of stores and allocation of stores to jobs.

FOR PANKAJ K. SHAH ASSOCIATES CHARTERED ACCOUNTANTS

Pankaj K.Shah Ahmedabad Proprietor Date: 16th August, 2003

Mar 31, 2002

We have audited the attached Balance Sheet of M/s. SURAJ STAINLESS LIMITED as at 31st March, 2002 and also the Profit and Loss account 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.

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.

As required by the Manufacturing and Other Companies (Auditor's Report) Order, 1 988 issued by the Central Government of India in terms of section 227 (4)(A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the Books of Account:

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956 except Accounting Standard - 2 & 15 in respect of which a reference is made to note no.1 (E)(a) and 1 (H) respectively of significant accounting policies in schedule 18.

v) On the basis of the written representations received from the Directors as on 31 st March, 2002 and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a Director in terms of Section 274(1 )(g) of the Companies Act, 1956.

i) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2002 and

ii) in the case of the Profit & Loss Account, of the Profit for the year ended on that date.

ANNEXURE TO AUDIRORS' REPORT

Referred to in Paragraph 1 of our Report of even date on the Accounts

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets of erstwhile company. We are informed that major fixed assets were physically verified by the management during the year and no material discrepancies were noticed on such verification.

2. The Company has not revalued any of its fixed assets during the year.

3. As explained to us Raw material, Work in process, Finished goods, trading materials and stores & spares except stock in transit and lying with third parties have been physically verified by management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the company and the nature of its business.

6. In our opinion, the valuation of stock is fair & Proper in accordance with the normally accepted accounting principles and it is on the same basis as in the preceding year.

7. The Company has accepted temporary loans from subsidiary company as listed in the register maintained under Section 301. However, the terms of such loan are not prima-facie prejudicial to the interest of the company.

8. In our opinion, the rate of interest and the terms and conditions on which loans and deposits have been granted to the 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.

11. In our opinon and according to the information and explanation given to us, the transactions for purchase of goods and materials and sale of goods, material and services made in pursuance of contract or arrangements entered in the register maintained under Section 301 of the Companies Act,1956 and aggregating during the year to Rs.50,000/ - or more in respect of each party have been made at prices which are reasonable having regard to the prevailing market price for such goods, materials or services or the prices at which transaction for similar goods, materials or services have been made with other parties.

12. As explained to us, the Company has no unserviceable or damaged Stores, raw materials and finished goods.

13. The Company has not accepted any deposit from the public during the year.

14. The company is not maintaining records for the sale and disposal of scraps except as maintained in the excise records. The company has no by-product.

15. In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of the business of the company. However the company has no formal internal audit system during the year.

16. The Company has not maintained Cost records U/S 209(1)(d) the Companies Act, 1956, since in the opinion of the management it does Not fall under the specified category .

18. According to the information and explanations given to us, no undisputed amounts were outstanding in respect of Income Tax, Sales Tax Wealth Tax, Custom Duty and Excise Duty as on 31 st March, 2002 for a period of more than Six months from the date they became payable.

19. To the best of our knowledge, and on the basis of our examination of the books of accounts and the information and explanations given to us, no personal expenses have been charged to the revenue account other than those payable under contractual obligation or in accordance with generally accepted business practices.

20. The Company is not a Sick Industrial Company within the meaning of Section 3(1 )(0) of the Sick industrial Companies (Special Provision) Act, 1985.

21. In respect of trading activities, we are informed by the Management that the inventory of stock in trade does not include any damaged goods.

FOR PANKAJ K. SHAH ASSOCIATES CHARTERED ACCOUNTANTS Pankaj K. Shah Place : Ahmedabad Proprietor Date : 31st August,2002

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