Auditor Report of Ashiana Ispat Ltd.

Mar 31, 2024

To the Members of Ashiana Ispat Limited

Report on the Audit of the Financial Statements

QUALIFIEDOPINION

We have audited the accompanying financial statements of Ashiana Ispat Limited ("the Company"), which comprise the Balance sheet as at March 31, 2024, 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 notes to the financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the ''Basis for Qualified Opinion'' section of our report, the aforesaid financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the Indian accounting standards (Ind AS) specified under Sec 133 of the Act read with the Companies (Indian Accounting Standards) rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR QUALIFIED OPINION

1) (a) Trade receivables include an amount of Rs. ?15.06 crores that have

been outstanding for more than three years. This has led to a significant increase in credit risk.

The company has not made any provision of Expected Credit Loss (ECL) as required under Indian Accounting Standard (Ind AS) 109, "Financial Instruments,” where an entity is required to assess and recognize impairment losses based on the expected credit loss model.

In the absence of Information, we are unable to comment on the possible effect on the company.

(b) Reference is invited to note no. 45, out of the Trade Receivables, an amount of Rs. 660.80 Lakhs is receivable from companies where proceedings under Corporate Insolvency Resolution Process (CIRP) are pending with the NCLT. The claim of the company has been admitted and accepted by NCLT.

2) We draw attention to Note No. 47 of the financial statements, which describes that the company has requested confirmation for the balances of Trade Payables, Trade Receivables, Loans and Advances, and Current Liabilities from the respective parties. However, as of the date of this report, the company has not received responses to these confirmation requests.

As a result, we were unable to obtain sufficient appropriate audit evidence regarding these balances through external confirmations. Consequently, we are unable to verify the completeness, existence, and accuracy of these balances as reported in the financial statements.

This matter was considered in determining the nature, timing, and extent of our audit procedures applied in our audit of the financial statements, and in forming our opinion on these financial statements.

Our opinion is modified in the respect of the above matter.

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs), as 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 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 qualified opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for

the financial year ended March 31, 2024. 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.

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

Sr. No.	Description of Key Audit Matter	How our audit addressed the key audit matters
1.	Revenue from the sale of goods	Our procedures included: • Evaluating the design and
	Revenue from the sale of	implementation of Company''s controls
	goods (hereinafter referred to as "Revenue") is	in respect of revenue recognition.
	recognized when the Company	• Testing the effectiveness of such
	performs its obligation to	controls over revenue cut off at year
	its customers and the amount	end.
	of revenue can be measured	• Testing the supporting
	reliably and recovery of the	documentation for sales transactions
	consideration is probable.	recorded during the period closer to the year end and subsequent to the year end, including examination of
	The timing of such	credit notes issued after the year
	recognition in case of sale	end to determine whether revenue was
	of goods is when the control over the same is transferred	recognized in the correct period.
	to the customer, which is	• Performing analytical procedures on
	mainly upon delivery. The	current year revenue based on monthly
	timing of revenue	trends and where appropriate,
	recognition is relevant to	conducting further enquiries and
	the reported performance of	testing.
	the Company. The management	• Assessing the appropriateness of
	considers revenue as a key	the Company''s revenue recognition
	measure for evaluation of	accounting policies in line with IND
	performance. There is a risk	AS 115 ("Revenue from Contracts with
	of revenue being recorded before control is transferred.	Customers") and testing thereof.

	Refer Note no. 1.7 -material Accounting Policies; and note no. 22 -Revenue from Operations; of the Financial Statements
2.	Claims and exposures	Our	audit procedures included the
	relating to taxation and	following:
	litigation (as described in note 32& 45 of the financial statements)	>	We obtained understanding, evaluated the design, and tested the operating effectiveness of
	The Company has disclosed in		the controls related to the
	note 32 of the financial		identification, recognition and
	statements, contingent		measurement of provisions for
	liabilities of Rs 31.40 lakh		disputes, potential claims and
	in respect of disputed		litigation, and contingent
	claims/ levies under income		liabilities.
	tax and in note 45 of	>	We obtained details of legal and
	financial statement, case on		tax disputed matters and
	trade receivable.		evaluation made by the management and assessed management''s position through discussions on both the probability of success in
	Taxation and litigation		significant cases, and the
	exposures have been		magnitude of any potential loss.
	identified as a key audit	>	We read external legal opinions
	matter due to:		(where considered necessary) and
			other evidence to corroborate
	> Significance of these		management''s assessment of the
	amounts and large number of disputed matters with Income Tax authorities.	>	risk profile in respect of legal claims. We involved tax specialists to
	> Significant judgement		assist us in evaluating tax positions taken by management.
	and assumptions required by management in assessing the exposure of each case to evaluate whether there is a need to set up a provision and	>	We assessed the relevant disclosures made in the standalone financial statements for compliance in accordance with the requirements of Ind-37

	measurement	of
	exposures	as well as
	the disclosure of
	contingent liabilities
	We focused on this matter
	because of the	potential
	financial impact on the
	financial	statements.
	Additionally, the treatment
	of taxation and	litigation
	cases require	significant
	judgement due	to the
	complexity of	the cases,
	timescales for	resolution
	and involvement	of various
	authorities.

Information Other than the Financial Statements and Auditor''s Report Thereon

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 such 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 for the Financial Statements

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 financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) 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 provisions 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 controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, 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.

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

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 SAs 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.

As part of an audit in accordance with SAs, we exercise professional

judgment and maintain professional skepticism throughout the audit. We

also:

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements 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.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the financial year ended March 31, 2024

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.

Other Matter

The audit of the financial statements of the Company for the year ended March 31, 2023, was carried out and reported by the erstwhile statutory auditors S.SINGHAL AND COMPANY, Chartered Accountants, having firm registration no. 001526C, who had expressed unmodified opinion on those financial statements vide their report dated May 30, 2023, whose report have been furnished to us and which have been relied upon by us for the purpose of audit of the financial statements.

Our opinion is not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of subsection (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 Order.

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

(a) We have sought and, except for the matters described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

(d) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the

directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024

from being appointed as a director in terms of Section 164 (2) of the

Act;

(f) In our opinion and according to the information and explanation

given to us, the managerial remuneration paid by the company to its directors during the current year are in within limit, aslaid down under in accordance with the provisions of section 197 read with Schedule V to the Act;

(g) With respect to the adequacy of the internal financial controls with

reference to financial statements and the operating effectiveness of

such controls, refer to our separate Report in "Annexure B" to this report.

(h) With respect to the other matters to be included in the Auditor''s

Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its

financial position in its financial statements - Refer note 32 and 45 to the financialstatements;

ii. The Company did not have any long-term contracts including

derivative contracts for which there were any material foreseeable losses;

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

3. a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds havebeen received by the Company from any persons or entities, including foreign entities ("Funding Parties"),with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) contain any material misstatement.

4. The company has not declared or paid any dividend during the year.

5. Based on our examination, the company has not used accounting software for maintaining its books of accounts which has a feature of recording audit trail (edit log) facility.(refer note. 48 of the financial statements)

For Khiwani & CoChartered Accountants

Firm Registration No. 002589N

Rajesh Kumar Khiwani Partner

Membership No. 081792

Place: Delhi

Date: May 30, 2024

UDIN: 24081792BKCEUl1325

---

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these 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. 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 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 mis-statement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 31 March 2015, and its profit and its 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 ("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 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 obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

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

e. On the basis of the written representations received from the directors as on March 31,2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, 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 - Refer Note 33 to the financial statements;

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

III. There has been no such amounts, required to be transferred during the year , to the Investor Education and Protection Fund by the Company.

Annexure to Independent Auditors' Report

We give hereinafter a statement on the matters specified in paragraphs 3 and 4 of Companies(Auditor's Report) Order, 2015, referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date:

1. a. The company has maintained records of Fixed Assets in statement forms only.

b. According to the information & explanation given to us, the fixed assets has 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 the assets. No material discrepancies were noticed on such verification.

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

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

c. In our opinion and according to information & explanation given to us, The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of the loans, secured or unsecured, granted by the companies to the companies, firm or other parties covered in the registered maintained under section 189 of the Companies Act,2013 :

a.) The period for repayment of loan and interest thereon both is at the discretion of the company.

b.) In respect of said loans and interest thereon, there are no overdue amount.

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

5. In our opinion and according to the information & explanation given to us, the company has not accepted deposits from public within the meaning of provision of Section 73 to 76 or any other relevant provisions of the Companies Act,2013 and the Rules framed there under. Hene the provision of clause (V) of paragraph 3 of Companies (Auditor's Report) Order, 2015 is not applicable to the company.

6. In our opinion and according to the information and explanations given to us, the cost records have been maintained by the company pursuant to the Companies (Cost Records and Audit) Rule, 2014 prescribed the central government under section 148 (1) of the Companies Act 2013 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained, however, we have not made a detailed examination of such cost records.

7. a. According to the records of the Company, undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities except for delays in some cases. According to the information and explanation given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March,2015 for a period of more than six months from the date of becoming payable.

b. The disputed statutory dues aggregating to Rs. 210.9 Lacs their against Rs. 170.96 Lacs has been deposited under protest on account of disputed matters pending before appropriate authorities as per details given below:

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

Income Tax A.Y.2010-11 Income Tax Act Matters 2011-12 2012-13 171-33

Centra Excise Central Excise F.Y. 2001-02 1.02 Act & Finance Duty

Service tax F.Y. 2008-09 38.55

Name of the Forum where Dispute is pending Statute

CIT (Appeals),Jaipur Income Tax Act High Court of Rajasthan- Jaipur Centra Excise Act & Finance Act CESTAT- Delhi

c. According to the information and explanation given to us, there is no such amount required transferred during the year to investor education and protection fund in accordance with the relevant provisions of Companies Act, 1956 and rules made there under.

8. The Company does not have accumulated Losses at the end of the financial year. The Company has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

9. Based on our audit procedure and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debenture.

10. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

11. According to the information and explanation given to us, and record examined by us the company has taken Car Loan during during the year. The same has been applied for the respective purpose.

12. According to the information and explanation given to us, no fraud on or by the company has been noticed and reported during the year.

For S.SINGHAL & CO. Chartered Accountants (Reg No.001526C)

Date: 30.05.2015 Place: Bhiwadi

(R.K.Gupta) PARTNER M.No073846

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the general circular 15/2013 dated 13th September, 2013of the ministry of corporate affairs in respect of section 133 of the companies Act, 2013 in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Opinion

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

I. in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014;

ii. in the case of the statement of profit and loss, of the profit for the year ended on that date; and

iii. in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 read with the general circular 15/2013 dated 13th September, 2013 of the ministry of corporate affairs in respect of section 133 of the companies Act, 2013.

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

Annexure to Independent Auditors'' Report

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

1. In respect of its fixed assets:

(a) The Company has maintained records of Fixed Assets in statement form only.

(b) All the fixed assets have been physically verified by the management at reasonable intervals. We are informed that the management on such verification noticed no material discrepancies.

(c) During the year the company has disposed off/discarded old vehicles and old rolling mill rolls which do not affect the going concern status of the company.

2. In respect of its inventories:

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

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of Inventory. As explained to us there were no material discrepancies noticed on physical verification.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

(a) The Company has taken Loans from Twenty Four Parties covered in the register maintained under section 301 of the Companies Act 1956. The amount involved in loans taken & credited in all accounts is Rs. 803.74 Lacs. Opening Balance and Closing Balance of all these accounts are Rs. 1296.22 Lacs and Rs. 1677.64 Lacs respectively. The company has not granted loans to Companies, Firm or other parties listed in the register maintained under section 301 of the Companies act, 1956.

(b) The rate of interest and other terms and conditions of loans taken by the company are not prima facie prejudicial to the interest of the Company.

(c) The Company has unconditional right on repayment of Long Term Unsecured Loans and interest and the short term unsecured loans are repayable on demand.

(d) There is no overdue amount in respect of loans taken by the Company.

4. In our opinion and according to information and explanation given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. During the course of audit, we have not observed any major weakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us the transactions that need to be entered into a register in pursuance of section 301 of the Companies Act 1956 have been so entered.

(b) Transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. The Company did not have any formal internal audit system. However internal check and control are maintained by the management.

8. We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that Prima facie the prescribed cost records are maintained for the product of the Company. We have. However not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employee''s State Insurance, and Income Tax, Sales tax, Wealth tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities except delay in few cases. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable.

b) The disputed statutory dues aggregating to Rs. 949.66 Lacs their against Rs. 674.33 Lacs has been deposited under protest that have on account of matters pending before appropriate authorities are as under:

Sr. Name of the Period to which Forum where the Amount. No. Statute the amount relates dispute is pending (In Lacs)

1. Central Excise FY 2001-02 High Court Jaipur Rs.1.02 Act, 1944 Excise Duty

2. Finance Act 1994 FY 2008-09 CESTAT, Delhi Rs.38.55 Service tax Refund

3. Haryana VAT Act FY 2003-04, Cases Remand back Rs.15.46 VAT tax 04-05, 06-07, with DETC Mewat, Haryana

4. Income Tax Act, AY2003-04 - ITAT, Jaipur, Comm., Rs.570.14 1961 Income tax AY 2009-10 Appeals Jaipur

5. Income Tax Act, AY 2004-05 - CIT Appeals Jaipur Rs.324.49 1961 Income tax AY 2011-12

10. The Company has no accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

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

13. In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual benefits fund/society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Amendment Order 2004 is not applicable to the Company.

14. The Company has not carried out of any transactions of trading in securities during the year.

15. The Company has not given guarantees for loans taken by others from banks or financial institutions.

16. During the year company has taken vehicle term loan which has been utilized for respective purpose.

17. According to the information and explanations given and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short-term basis have been utilized for long-term investment.

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

19. The Company has not issued any debentures. Hence the question of creating securities in respect of debentures issued does not arise.

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

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to the materially misstated.

For S. Singhal & Co. Chartered Accountants (RegistrationNo.-001526C)

(R.K. Gupta) Partner Membership No. 073846

Place: Bhiwadi Date: 30th May 2014

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of ASHIANA ISPAT LTD ("the Company") which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. 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 auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: I. in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013; ii. in the case of the statement of profit and loss, of the profit forthe year ended on that date; and iii. in the case of the cash flow statement, of the cash flows forthe year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary forthe purpose of ouraudit;

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

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

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

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

Annexure to Independent Auditors'' Report

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

1. In respect of its fixed assets:

(a) The Company has maintained records of Fixed Assets in statement form only.

(b) All the fixed assets have been physically verified by the management at reasonable intervals. We are informed that the management on such verification noticed no material discrepancies.

(c) During the year the company has disposed off/discarded old vehicles and old rolling mill rolls which do not affect the going concern status of the company.

2. In respect of its inventories:

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

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of Inventory. As explained to us there were no material discrepancies noticed on physical verification.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

(a) The Company has taken Loans from Twenty Four Parties covered in the register maintained under section 301 of the Companies Act 1956. The amount involved in loans taken & credited in all accounts is Rs. 656.75 Lacs. Opening Balance and Closing Balance of all these accounts are Rs. 1256.79 Lacs and Rs. 1296.22 Lacs respectively. The company has not granted loans to Companies, Firm or other parties listed in the register maintained undersection301 ofthe Companies act, 1956.

(b) The rate of interest and other terms and conditions of loans taken by the company are not prima facie prejudicial to the interest of the Company.

(c) The Company has unconditional right on repayment of Long Term Unsecured Loans and interest and the short term unsecured loans are repayable on demand.

(d) There is no overdue amount in respect of loans taken by the Company.

4. In our opinion and according to information and explanation given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. During the course of audit, we have not observed any major weakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us the transactions that need to be entered into a register in pursuance of section 301 ofthe Companies Act 1956 have been so entered. (b) Transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public within the meaning of section 58Aand 58AAof the Companies Act, 1956 and the rules framed there under.

7. The Company did not have any formal internal audit system. However internal check and control are maintained by the management.

8. We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that Prima facie the prescribed cost records are maintained in general for the product of the Company. We have. However not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

According to the records of the Company, undisputed statutory dues including Provident Fund, Employee''s State Insurance, and Income Tax, Sales tax, Wealth tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable.

10. The Company has no accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

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

13. In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual benefits fund/society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Amendment Order 2004 is not applicable to the Company.

14. The Company has not carried out of any transactions of trading in securities during the year.

15. The Company has not given guarantees for loans taken by others from banks or financial institutions.

16. No Term Loans have been taken during the year by the Company.

17. According to the information and explanations given and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short-term basis have been utilized for long-term investment.

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

19. The Company has not issued any debentures. Hence the question of creating securities in respect of debentures issued does not arise.

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

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to the materially misstated.

For S.Singhal & Co.

Chartered Accountants

(R.K. Gupta)

Partner

Membership No. 073846

PLACE: BHIWADI

DATE: 31st May 2013

---

Mar 31, 2012

We have audited the annexed Balance Sheet of M/s ASHIANA ISPAT LTD as at 31st March 2012, the Statement of Profit and Loss 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.

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

2. As required by 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 enclose in the annexure a statement on the matters Specified in paragraphs 4 & 5 of the said Order.

3. Further to put our comments in the annexure referred to in paragraph 2 above we state that

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

(b) In our opinion proper books of 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 accounts;

(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 wherever applicable referred to in sub section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representation received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956;

(f) We report that in our opinion and to the best of our information and according to the explanation given to us the said accounts read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012;

(ii) In the case of the Statement of Profit & Loss, of the Profit for the year ended on 31st March, 2012 and

(iii) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on 31st March, 2012.

Annexure to Auditors' Report

Referred to in paragraph 2 of our report of even date of M/s Ashiana Ispat Ltd.

1. (a) The Company has maintained records of Fixed Assets in statement form only.

(b) All the fixed assets have been physically verified by the management at reasonable intervals. We are informed that the management on such verification noticed no material discrepancies.

(c) During the year the company has disposed off/discarded old vehicles and old rolling mill rolls which do not affect the going concern status of the company.

2. (a) Physical verification of Inventory has been conducted during the year by the management at

reasonable intervals.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of Inventory. As explained to us there were no material discrepancies noticed on physical verification.

3. (a) The Company has taken Loans from Twenty Six Parties covered in the register maintained

under section 301 of the Companies Act 1956. The amount involved in loans taken & credited in all accounts is Rs. 660.21 Lacs. Opening Balance and Closing Balance of all these accounts are Rs. 1054.29 Lacs and Rs. 1256.79 Lacs respectively. The company has not granted loans to Companies, Firm or other parties listed in the register maintained under section 301 of the Companies act, 1956.

(b) The rate of interest and other terms and conditions of loans taken by the company are not prima facie prejudicial to the interest of the Company.

(c) The Company has unconditional right on repayment of Long Term Unsecured Loans and interest and the short term unsecured loans are repayable on demand.

(d) There is no overdue amount in respect of loans taken by the Company.

4. In our opinion and according to information and explanation given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. During the course of audit, we have not observed any major weakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us the transactions

that need to be entered into a register in pursuance of section 301 of the Companies Act 1956 have been so entered.

(b) Transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. The Company did not have any formal internal audit system. However internal check and control are maintained by the management.

8. We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules,2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act ,1956 and are of the opinion that Prima facie the prescribed cost records are maintained in general for the product of the Company. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employee's State Insurance, Income Tax, Sales tax, Wealth tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities except delay in few cases. According to the information and explanations given to us, no undisputed amounts payable in respect of the

aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable.

' b) The disputed statutory dues aggregating to Rs. 890.18 Lacs their against Rs. 454.33 Lacs has been deposited under protest that have on account of matters pending before appropriate authorities are as under:

Sr. Name of the Statute Period to which Forum where the Amount. No. the amount relates dispute is pending (In Lacs)

1 Central Excise Act, 1944 FY 2001-02 High Court Jaipur 1.02

2 Central Excise Act, 1944 FY 2006-07 CESTAT Delhi Rs. 2.15

3 Finance Act 1994 FY 08-09 CESTAT, Delhi Rs. 38.55

4 Haryana VAT Act FY 03-04, Appeal with Joint 04-05, 06-07, Commissioner, Faridabad Rs. 15.46

5 Rajasthan VAT Act FY 04-05, Tax Board, Ajmer Rs. 47.45 FY 05-06

6 Income Tax Act, 1961 AY 03-04 to ITAT, Jaipur Rs. 785.55 AY 2009-10

10. The Company has no accumu lated losses. The Company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

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

13. In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual benefits fund/society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Amendment Order 2004 is not applicable to the Company.

14. The Company has not carried out of any transactions of trading in securities during the year.

15. The Company has not given guarantees for loans taken by others from banks or financial institutions.

16. No Term Loans have been taken during the year by the Company.

17. According to the information and explanations given and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short-term basis have been utilized for long- term investment.

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

19. The Company has not issued any debentures. Hence the question of creating securities in respect of debentures issued does not arise.

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

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to the materially misstated.

For S. Singhal & Co. Chartered Accountants

(R.K. Gupta)

Partner

Membership No. 073846

PLACE; BHIWADI

DATE; 31st July 2012

---

Mar 31, 2011

We have audited the annexed Balance Sheet of M/s ASHIANA ISPAT LTD as at 31st March 2011 and the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. 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.

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

2. As required by 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 enclose in the annexure a statement on the matters Specified in paragraph 4 & 5 of the said Order.

3. Further to put our comments in the annexure referred to in paragraph 2 above we state that :-

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

(b) In our opinion proper books of 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 accounts.

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

(e) On the basis of written representation received from the Directors as on 31s' March, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of Section 274(1 )(g) of the Companies Act, 1956.

(f) We report that in our opinion and to the best of our information and according to the explanation given to us the said accounts read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true & 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 of the Company for the year ended on 31st March,2011 and

(iii) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on 31st March, 2011.

Annexure to Auditors' Report

Refer to in paragraph 2 of our report of even date of M/s Ashiana Ispat Ltd.

1. (a) The Company has maintained records of Fixed Assets in statement form only.

(b) All the fixed assets have been physically verified by the management at reasonable intervals. We are informed that the management on such verification noticed no material discrepancies.

(c) The company has not disposed off substantial fixed assets during the year and the going concern status of the company in not affected.

2. (a) Physical verification of Inventory has been conducted during the year by the management at reasonable intervals.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of Inventory. As explained to us there were no material discrepancies noticed on physical verification.

3. (a) The Company has taken Loans from Twenty Seven Parties covered in the register maintained under section 301 of the Companies Act 1956. The amount involved in loans taken & credited in all account is Rs.3234.57Lacs. Opening Balance and Closing Balance of all these accounts are Rs. 746.70 Lacs and Rs. 1054.29 Lacs respectively. The company has not granted any loan to Companies, Firm or other parties listed in the register maintained under section 301 of the Companies act, 1956 except loan given to M/s Ashiana Commodities & Derivatives Pvt. Ltd, without interest having opening Balance Rs.95.48 Lacs and Closing Balance Rs.96.30 Lacs.

(b) The rate of interest and other terms and conditions of loans taken by the company are not prima facie prejudicial to the interest of the Company.

(c) The payment of the principal amount and interest thereon is on demand.

(d) There is no overdue amount in respect of loans taken by the Company.

4. In our opinion and according to information and explanation given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. During the course of audit, we have not observed any major weakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us the transactions that need to be entered into a register in pursuance of section 301 of the Companies Act 1956 have been so entered.

(b) Transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public within the meaning of section 58A and 58AAof the Companies Act, 1956 and the rules framed there under.

7. The Company did not have any formal internal audit system. However internal check and control are maintained by the management.

8. In our opinion the cost records maintained by the company are general and not in precise manner as prescribed by the Central Government U/s 209(1) (d) of the Companies Act 1956 for the product of the company. We have however not made a detailed examination of these cost records.

9. In respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employee's State Insurance, Income Tax, Sales tax, Wealth tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date of becoming payable.

(b) The disputed statutory dues aggregating to Rs. 892.01 Lacs their against Rs. 182.72 Lacs has been deposited under protest that have on account of matters pending before appropriate authorities are as under:

10. The Company has no accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

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

13. In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual benefits fund/society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Amendment Order 2004 is not applicable to the Company.

14. The Company has not carried out of any transactions of trading in securities during the year.

15. The Company has not given guarantees for loans taken by others from banks or financial institutions.

16. Term Loans (Car Loan) raised during the year have been applied for respective purpose (Buying Cars).

17. According to the information and explanations given and on an overall examination of the Balance Sheet of the Company, we are of the opinion that funds raised on short-term basis have been utilized for long-term purposes to the tune of Rs. 100.87 lacs.

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

19. The Company has not issued any debentures. Hence the question of creating securities in respect of debentures issued does notarise.

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

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to the materially misstated.

For S.Singal & Company

Chartered Accountants

FirmRegn. No. 001526C

Sd/-

Place: Bhiwadi (Rakesh Gupata) partner Date:10.08.2011 M.S.No. 073846

---

Mar 31, 2010

We have audited the annexed Balance Sheet of M/s ASHIANA ISPAT LTD as at 31st March 2010 and the Profit and Loss Account for the year ended on that date annexed thereto and 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.

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

2. As required by 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 enclose in the annexure a statement on the matters Specified in paragraph 4 & 5 of the said Order.

3. Further to put our comments in the annexure referred to in paragraph 2 above we state that :-

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

(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 accounts.

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

(e) On the basis of written representation received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of Section 274(1 )(g)ofthe Companies Act, 1956.

(f) We report that in our opinion and to the best of our information and according to the explanation given to us the said accounts read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true & 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 of the Company for the year ended on 31st March, 2010 and

(iii) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on 31st March, 2010.

ANNEXURE TO AUDITORS REPORT

Refer to in paragraph 2 of our report of even date of M/s Ashiana Ispat Ltd.

1. (a) The Company has maintained records of Fixed Assets in statement form only.

(b) All the fixed assets have been physically verified by the management at reasonable intervals. We are informed that the management on such verification noticed no material discrepancies.

(c) The company has not disposed off substantial fixed assets during the year and the going concern status of the company in not affected.

2. (a) Physical verification of Inventory has been conducted during the year by the management at reasonable intervals.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of Inventory. As explained to us there were no material discrepancies noticed on physical verification.

3. (a) The Company has taken Loans from Twenty Six Parties covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved in loans taken & credited in all account is Rs. 614.56 Lacs. Opening Balance and Closing Balance of all these accounts are Rs. 959.31 Lacs and Rs. 746.70 Lacs respectively. The company has not granted any loan to Companies, Firm or other parties listed in the register maintained under section 301 of the Companies act, 1956 except loan given to M/s Ashiana Commodities & Derivatives Pvt. Ltd having Opening and closing balance same as Rs. 95.48 Lacs.

(b) The rate of interest and other terms and conditions of loans taken by the company are not prima facie prejudicial to the interest of the Company.

(c) The payment of the principal amount and interest thereon is on demand.

(d) There is no overdue amount in respect of loans taken by the Company.

4. In our opinion and according to information and explanation given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. During the course of audit, we have not observed any majorweakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us the transactions that need to be entered into a register in pursuance of section 301 of the Companies Act 1956 have been so entered. (b) Transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public within the meaning of section 58Aand 58AAof the Companies Act, 1956 and the rules framed there under.

7. The Company did not have any formal internal audit system. However as informed by the management in view of other internal check and control maintained by the company a separate audit system is not considered necessary.

8. In our opinion the cost records maintained by the company are general and not in precise manner as prescribed by the Central Government U/s 209(1 )(d) of the Companies Act 1956 for the product of the company. We have however not made a detailed examination of these cost records.

9. In respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales tax, Wealth tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months from the date of becoming payable.

(b) The disputed statutory dues aggregating to Rs. 63.52 Lacs their against Rs. 29.22 Lacs has been deposited under protest that have on account of matters pending before appropriate authorities are as under:

Sr.No. Name of the Nature of Forum where Amount

Statute the Dues dispute is (Rs.lnLacs)

pending

1) Central Excise Excise High Court Jaipur Rs.1.02 Act, 1944

2) Central Excise Excise CESTAT, Delhi Rs.2.15

Act, 1944

3) Income Tax Act,1961 Income Tax CIT(Appeals), Alwar Rs.5.13

4) Sales Tax Act Sales Tax Appeal with DC Appeal, Rs.47.45

Bhiwadi

5) Sales Tax Act Sales Tax Appeal with Joint Rs.7.77 Commissioner, Faridabad

10. The Company has no accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

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

13. In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual benefits fund/society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Amendment Order 2004 is not applicable to the Company.

14. The Company has not carried out of any transactions of trading in securities during the year.

15. The Company has not given guarantees for loans taken by others from banks or financial institutions.

16. Term Loans (Car Loan) raised during the year have been applied for respective purpose (Buying Cars).

17. According to the information and explanations given and on an overall examination of the Balance Sheet of the Company, we are of the opinion that funds raised on short-term basis have been utilized for long- term purposes to the tune of Rs. 109.64 laks.

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

19. The Company has not issued any debentures. Hence the question of creating securities in respect of debentures issued does not arise.

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

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to the materially misstated.

ForS.Singhal&Co.

Chartered Accountants

(R.K. Gupta)

Place: Bhiwadi Partner

Date:29.06.2010 Membership No. 073846