Auditor Report of Kridhan Infra Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of Kridhan Infra Limited (“the Company”), which comprises of Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year then ended, and notes to the financial statements, including a summary of significant 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 effects/possible effects, if any, of the matters described in the “Basis for Qualified Opinion” paragraph of our report, the aforesaid 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 Indian Accounting Standards prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2024, its loss (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

As explained in Note 56 to the Standalone Statement, the Company has not provided for any further interest liability on its outstanding Bank borrowings since they have continued to remain under NPA classification.

In absence of any further detailed information and management’s estimates of reliefs and concessions to be obtained from Settlement proposals being pursued, we are unable to comment upon the resultant impact, if any, on the standalone financial statements for the year ended March 31, 2024, which may arise on account of non-provision of interest, reliefs & concessions on borrowings as referred above.

We conducted our audit in accordance with the Standards on Auditing (SAs) 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 Standalone 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 Standalone financial statements under the provisions of the Act and the Rules made 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 obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financial statements.

Material Uncertainty Related to Going Concern:

We draw attention to Note No. 57 to the standalone financial statements which explains that the loss incurred in the current year and past years have resulted in erosion of Company’s Net worth. These condition along with the fact that the Company has continued to remain NPA with its lenders indicate the existence

of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. However, the standalone financial statements of the Company have been prepared on a going concern basis for the reasons stated in Note No. 57 to the Standalone Financial Statements.

Emphasis of Matter

We draw attention to Note No. 39 of the standalone financial statements, wherein the Company has made an assessment of the realisability of its Trade receivables, Investments and Loans and Advances and based on such assessment, has reversed provisions on account of realization of Receivable of Rs. 893.74 lakhs towards its outstanding trade receivables, Impairment Provision of Rs. 3,471.48 Lakhs towards its Investments and Loans and Advances.

These amounts have been disclosed under Exceptional Items.

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

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 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.

Sr. No	Key Audit Matters	Auditor’s response
Litigation and Claims
1.	Litigation and claims are pending with multiple tax and regulatory authorities which have not been acknowledged as debt by the company. In the normal course of business, financial exposures may arise from pending legal / regulatory proceedings and from above referred claims not acknowledged as debt by the company.	Our audit procedures included the following: Understood Management’s process and control for determining tax litigations and other litigations and claims and its appropriate;
	Whether a claim needs to be recognized as liability, disclosed as contingent liability or considered as remote in the Standalone financial statements is dependent on a number of significant assumptions and judgments. The amounts involved are potentially	Tested key controls surrounding such litigations. Discussed pending matters with the Company’s legal department Assessed management’s conclusions through understanding

	significant and determining the amount, if any, to be recognized or disclosed in the financial statements, is	precedents set in similar cases;
	inherently subjective.	We have assessed the appropriateness of presentation of the
	We have considered Litigations and claims as Key	most significant contingent liabilities
	Audit Matter as it requires significant management	in the Standalone financial
	judgment, including accounting estimates that involves high estimation uncertainty.	statements.

Information Other than the Standalone Financial Statements and auditor’s report thereon

The Company’s Board of Directors is responsible for the preparation of other information. The Other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to the Board report, Business responsibility Report, Corporate Governance report and Shareholder’s information, but does not include the standalone financial statement and our auditor’s report thereon.

Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our 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 required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone 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 standalone financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity 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.

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 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the 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.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone 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 Standalone 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 Standalone 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 control system 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 the 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 entity’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 Standalone 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 entity to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the Standalone financial statements that individually or in aggregate makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative

factors in (i) planning the scope of our audit work and in evaluating the results of our work and (ii) to evaluate the effect of any identified misstatements in the Standalone financial statements.

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 Standalone 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

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

(a) Except for the matters stated in “Basis for Qualified Opinion” paragraph above, we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) Except for the matters stated in “Basis for Qualified Opinion” paragraphs above, 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 and records.

(c) The Standalone Balance sheet, the Standalone Statement of Profit & Loss (including other comprehensive income), Standalone Statement of Changes in Equity and the Standalone Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) Except for the effects / possible effects of matters described in the “Basis for Qualified Opinion” paragraphs above, in our opinion, the aforesaid Standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015.

(e) On the basis of the written representation received from the directors as on March 31, 2024 taken on records by the Board of Directors, none of the directors are disqualified as on March 31, 2024 from being appointed as a Directors in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure “B”

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, No remuneration has been paid to the directors by the Company. Hence, provisions of Section 197 of the Act does not apply.

(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, in our opinion and to the best of our information and according to the explanations given to us:

i. The standalone financial statements have disclosed the impact of the pending litigations on its financial position of the company and its associates. (Refer Note No. 42 to the standalone 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 delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

(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 person or entity, 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 have been received by the Company from any person or entity, 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 that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representation under sub clause (i) and (ii) of Rule 11(e) of The Companies (Audit and Auditors) Rules, 2014, as provided under (a) and (b) above, contains any material misstatement.

For B.R. Kotecha & Co.

Chartered Accountants Firm''s Regn. No. 105283W

CA Bakulesh R Kotecha Proprietor

Membership No. 036309 Mumbai, Date: 29^th May, 2024 UDIN: 24036309BKESRG9656

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Mar 31, 2018

Report on the Standalone IndAS Financial Statements

1. We have audited the accompanying Ind AS Standalone financial statements of Kridhan Infra Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

2. The Company’s management and Board of Directors are responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS 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 specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.

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

3. Our responsibility is to express an opinion on these Ind AS Standalone Financial statements based on our audit.

In conducting 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 these financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS 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 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 Ind AS financial statements.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. 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, 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 Annexure - “A” a statement on the matters specified in paragraphs 3 and 4 of the order.

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

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

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

c. The Balance Sheet, the 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 the written representations received from the directors as on 31st March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 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, we give our separate report in “Annexure - B”.;

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

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

ii) Based upon the assessment made by the company, there are no material foreseeable losses on its long term contracts that may require any provisioning.

iii) In view of there being no amounts required to be transferred to the Investor Education and Protection Fund for the year under audit, the reporting under this clause is not applicable.

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

(b) The fixed assets of the company have been physically verified by the management in a phased manner and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) The title of the immovable assets of the company are in its name.

ii) (a) In our opinion and according to the information and explanations provided to us, we are of the view that the company has a system of physical verification of its inventory, the frequency of which is reasonable.

(b) In our opinion and according to the information and explanations provided to us, no material discrepancies were noticed on physical verification of the same.

iii) The company has granted unsecured loans to companies covered in the register maintained under section 189 of the Companies Act 2013 and with respect to the same:

a) In our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Company’s interest,

b) The schedule of repayment of principal and payment of interest has been generally stipulated and the repayment/receipts of the principal amount and the interest are regular.

c) There is no overdue amount in respect of loans granted to such companies.

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

v) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits during the period under audit. Consequently, the directives issued by Reserve Bank of India and the provisions of sections 73 to 76 of the Act and the rules framed thereunder are not applicable.

vi) As per the information and explanations provided to us, we are of the opinion that the maintenance of cost records has been not been specified by the Central Government under sub-section (1) of section 148 of the Act for the company.

vii) (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is generally regular in depositing the 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 material statutory dues, as applicable, with the appropriate authorities in India.

According to the information and explanations given to us, there are no undisputed amounts in respect of the aforesaid statutory dues which are in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are certain cases of applicable statutory dues which have not been deposited on account of any dispute, which are detailed hereunder:

Name of Statute and Nature of Dues	Forum where dispute is pending	FY to which the amount relates	Amount involved (Rs. in Lakhs)
Income Tax under Income Tax Act, 1961	Commissioner of Income Tax (Appeals)	2010-11	33.98
	Commissioner of Income Tax (Appeals)	2012-13	17.68
	Commissioner of Income Tax (Appeals)	2009-10	1.51

viii) Based upon the audit procedures carried out by us and on the basis of information and explanations provided by the management we are of the opinion that the company has not defaulted in repayment of dues to banks / Financial Institutions. The company does not have any borrowings from government and the company has not issued any debentures as at the balance sheet date.

ix) In our opinion and according to the information and explanations given to us, the term loans taken by the company have been ultimately utilised for the purpose for which they were taken. Further, the company has not raised any funds by way of initial / further public offer.

x) Based on the audit procedures performed by us for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management, we report that we have neither come across any instance of fraud by the company or on the company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

xi) According to the information and explanations given to us and based on our examination of records of the company, the company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V of the Act.

xii) The company is not a Nidhi Company and hence the reporting requirements under clause (xii) of paragraph 3 of the order are not applicable.

xiii) According to the information and explanations given to us, all transactions entered into by the company with related parties are in compliance with section 177 and 178 of the Act where applicable and the details thereof have been disclosed in the financial statements as required by the applicable accounting standards.

xiv) The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit.

xv) As per the information and explanations provided to us, the company has not entered into any non-cash transactions with directors or persons connected with them.

xvi) In our opinion and according to the information and explanations given to us, the company is not required to be registered under Section 45 - IA of the Reserve Bank of India, 1934.

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 Kridhan Infra Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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 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 judgement, 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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, 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.

For MKPS & Associates

Chartered Accountants

FRN 302014E

CA Narendra Khandal

Partner

M No.065025

Place : Mumbai

Date : 29th May, 2018

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Mar 31, 2015

1. We have audited the accompanying financial statements of Kridhan Infra Ltd. ("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

2. The management and Board of Directors of the Company are 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; 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

3. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

Opinion

6. 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 31st March 2015, its profit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditors Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of sectionl43 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

8. As required by section 143 (3) of the Act, we further 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 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 applicable 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, 2015, and 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 other matters to be included in the Auditors 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, based on legal opinions obtained is of the view that there are no pending litigations as at the reporting date that would have a material impact on its financial position;

ii) Based upon the assessment made by the company, there are no material foreseeable losses on its long term contracts that may require any provisioning.

iii) In view of there being no amount(s) required to be transferred to the Investor Education and Protection Fund for the year under audit the reporting under this clause is not applicable.

Annexure to Auditors' report

Referred to in our report of even date on the accounts of Kridhan Infra Ltd.

For the year ended on 31st March 2015

(i) a) As explained to us, and examined by us, the Company has maintained register for recording the fixed assets. However it is in the process of updating the details of its fixed assets register so as to reflect the full particulars, including quantitative details and situation of fixed assets.

b) There is a phased programme for verification of fixed assets, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(ii) a) In our opinion and according to the information and explanations provided to us, we are of the view that the company has a system of physical verification of its inventory, the frequency of which reasonable.

b) In our opinion and according to the information and explanations provided to us, we are of the view that the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion and according to the information and explanations provided to us, we are of the view that the company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification of the same.

(iii) In our opinion, and according to the information and explanation given to us and as per our examination we report that the company has granted interest bearing, unsecured loan to company covered in the register maintained pursuant to section 189 of the Act.

a) The repayment of the interest is regular and the repayment of the loan is on demand .

b) In view of there being no overdue amount, the reporting requirements under this sub-clause are no. applicable.

(iv) In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for purchase of inventory and fixed assets and for the sale of goods / services. During the course of our audit, we have neither observed nor been informed by the management of any continuing failure to correct major weaknesses in internal controls.

(v) In our opinion, and according to the information and explanations given to us, the company has not accepted any deposits during the period under audit. Consequently, the directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 of the Act and the rules framed there under are not applicable.

(vi) As per the information and explanation provided to us, we are of the opinion that the maintenance of cost records by the company has not been specified by the Central Government under section 148 (1) of the Act.

(vii) a) According to the information and explanations given to us and based on the records of the company examined by us, the company is generally regular in depositing the undisputed statutory dues, including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India;

b) According to the information and explanations given to us, there are no applicable statutory dues which have not been deposited on account of any dispute.

c) In view of there being no amount(s) required to be transferred to the Investor Education and Protection Fund for the year under audit the reporting under this clause is not applicable.

(viii) There are no accumulated losses of the company. Further, the company has not incurred cash losses in current as well as in the immediately preceding financial year.

(ix) Based upon the audit procedures carried out by us and on the basis of the information and explanations provided by the management we are of the opinion that the company has not defaulted in repayment of dues to bank.

(x) In our opinion, and according to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions. Therefore, the reporting requirements under clause (x) of paragraph 3 of the order are not applicable to the company.

(xi) In our opinion, and according to the information and explanations given to us, the term loans have been ultimately applied for the purpose for which they are raised.

(xii) 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 MKPS & Associates

Chartered Accountants

Firm's Regn No. 302014E

CA Narendra Khandal

Partner

M. No. 065025

Mumbai, May 29, 2015

---

Mar 31, 2014

To the Members of Kridhan Infra Limited (Formerly Known as Readymade Steel India Limited)

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

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.

Auditor''s Responsibility

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

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

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

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 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 subsection (3C) of section 211 of the Companies Act, 1956;

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

ANNEXURE TO AUDITORS1 REPORT

Annexure referred to in the auditors'' report to the members of Readymade Steel India Limited, on the accounts for the year ended on March 31, 2014

1) a) As explained to us, the Company has maintained register for recording the fixed assets, however it is in the process

of updating the details of additions in its fixed assets register so as to reflect the full particulars, including quantitative details and situation of fixed assets.

b) As explained to us, the assets have been physically verified by the management during the year. There were no material discrepancy on such verification.

2) a) The inventory has been physically verified during the period by the management. In our opinion, the frequency of

verification is reasonable.

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

c) As explained to us, the Company has been maintaining records of inventories. In our opinion, the maintenance of records are primafacie reasonable in relation to the size and nature of business of the company.

3) a) As explained to us, during the period under audit the company has given loans in the nature of Inter Corporate

Deposits to or advances to one party covered under the register maintained pursuant to section 301 of the Companies Act, 1956. The amount given, maximu amount involved and the closing balance in respect of the same amounted to Rs. 169.23 Lacs.

b) The rate of interest and other terms and conditions are not prima facie prejudicial to the interest of the company.

c) The repayment of interest and principal, as explained has not fallen due.

d) In view of the repayment not being due, there are no overdues as at the balance sheet date.

e) As explained to us, during the period under audit the company has not taken loan from parties covered under the register maintained pursuant to section 301 of the Act and hence the reporting requirements under subclause (f) and (g) of the order are not applicable.

4) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed Assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5) a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be

entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion, and according to the explanations given to us, the Company has not entered into any contracts or arrangements exceeding Rs. 5.00 Lakh in respect of any party in pursuance of contracts or arrangements entered in the register to be maintained under section 301 of the Companies Act, 1956 except for the contracts for sale / purhase which, as explained, are at the prevailing market prices

6) The company has not accepted public deposits to which the provisions of section 58A and 58AA of the companies act apply.

7) The company has an internal audit system which is generally commensurate with the nature and size of its business.

8) As explained to us the company is not required to maintain cost records under Section 209 (1) (d) of the Companies Act, 1956.

9) a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including

provident fund, employees state insurance, Income tax, Sales Tax, Wealth tax, Custom duty, Excise Duty, Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income tax, wealth tax, sales tax, custom duties and excise duties, which have remained outstanding as at 31st March 2014 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us, there are no disputed statutory dues which have not been deposited by the company, except for one case of Income Tax Demand of Rs. 17.09 Lacs for which appeal has been filed with DCIT. The company has paid Rs. 8.55 Lacs against the same under protest.

10) There are no accumulated losses of the company and company has not incurred cash losses during the period covered by our audit and the immediately preceeding financial year.

11) The Company has taken various facility from their banks / FI for the purpose of its business. During the year there have been delay in payment of interest / instalment on these loans. As at March 31,2014 there were overdue aggregating to Rs. 142.47 Lacs.

12) The Company has not granted any secured loans or advances to any person against security by way of pledge of shares or securities.

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

14) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

15) The Company has not given any Guarantee on behalf of the others to any bank or Financial Institution.

16) In our opinion, the term loans, taken from the bankers, have been prima-facie applied for the purpose for which they were raised.

17) According to information and explanations given to us, and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

18) During the year under audit the company not alloted any shares on preferential basis to parties covered under the register maintained pursuant to section 301 of the act.

19) The company has not issued any Debentures. Hence, the reporting requirements under clause 4(xix) of the order are not applicable.

20) The company has not raised any funds from public during the period. Hence, the reporting requirements under clause (xx) of the order are not applicable.

21) 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 MKPS & Associates Chartered Accountants Firm''s Regn. No. 302014E

Sd/- CA Narendra Khandal Partner M No.065025

Place: Mumbai Date: May 27, 2014

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of ReadyMade Steel India Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2013, the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows 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 fnancial 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 fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specifed 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 Proft 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 Proft and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

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

ANNEXURE TO AUDITORS'' REPORT

Annexure referred to in the auditors'' report to the members of Readymade Steel India Limited, on the accounts for the year ended on March 31, 2013

1) a) As explained to us, the Company is in the process of updating the details of additions in its fxed assets register so as to refect the full particulars, including quantitative details and situation of fxed assets.

b) As explained to us, the assets have been physically verifed by the management during the year. There were no material discrepancy on such verifcation.

2) a) The inventory has been physically verifed during the period by the management. In our opinion, the frequency of verifcation is reasonable.

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

c) As explained to us, the Company has been maintaining records of inventories. In our opinion, the maintenance of records are primafacie reasonable in relation to the size and nature of business of the company.

3) As explained to us, during the period under audit the company has not given or taken loan or advances to party covered under the register maintained pursuant to section 301 of the Companies Act, 1956. Hence, the reporting requirements under this clause are not applicable.

4) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases of inventory, fxed Assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5) a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion, and according to the explanations given to us, the Company has not entered into any contracts or arrangements exceeding Rs. 5.00 Lakh in respect of any party in pursuance of contracts or arrangements entered in the register to be maintained under section 301 of the Companies Act, 1956 except for the contracts for sale / purhase which, as explained, are at the prevailing market prices

6) The company has not accepted public deposits to which the provisions of section 58A and 58AA of the companies act apply.

7) The company has an internal audit system which is generally commensurate with the nature and size of its business.

8) As explained to us the company is not required to maintain cost records under Section 209 (1) (d) of the Companies Act, 1956.

9) a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, Income tax, Sales Tax, Wealth tax, Custom duty, Excise Duty, Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income tax, wealth tax, sales tax, custom duties and excise duties, which have remained outstanding as at 31st March 2013 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us, there are no disputed statutory dues which have not been deposited by the company.

10) There are no accumulated losses of the company and company has not incurred cash losses during the period covered by our audit and the immediately preceeding fnancial year.

11) The Company has taken various facility from their banks / FI for the purpose of its business. During the year there have been delay in payment of interest / instalment on these loans.

12) The Company has not granted any secured loans or advances to any person against security by way of pledge of shares or securities.

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

14) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

15) The Company has not given any Guarantee on behalf of the others to any bank or Financial Institution.

16) In our opinion, the term loans, taken from the bankers, have been prima-facie applied for the purpose for which they were raised.

17) According to information and explanations given to us, and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to fnance short term assets except permanent working capital.

18) a) During the year under audit the company not alloted any shares on preferential basis.

b) During the year 2011-12 the company has raised money by issue of shares by public issue. The utilisation of the same has been disclosed in the Notes on Accounts and the same has been verifed by us and the same has been prima- facie found to be in order.

19) During the course of our audit and on the basis of our test check, we did not come across any case of fraud on or by the company noticed or reported during the period under audit. For MKPS & Associates

Chartered Accountants

Firm Regn. No. 302014E

CA. Narendra Khandal

PARTNER

M No. 065025

Place : Mumbai

Date : 29th May, 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of Readymade Steel India Limited (the Company) as at 31st March 2012 and the Statement of Profit and Loss and Cash Flow Statemement of the Company 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. These 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 and significant estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our report.

2) As required by the Companies (Auditor's Report) Order, 2003 (as ammended) issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to information and explanation given to us during the course of our audit, we enclose in the Annexure, our report on the matters specified in paragraph 4 & 5 of the said order to the extent applicable to the company.

We report that:

(a) We have obtained all the information and the 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 the books;

(c) the Balance Sheet and the Statement of Profit and Loss dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet and the Statement of Profit and Loss, read together with the notes thereon, dealt with by this report comply in material respects with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956

(e) on the basis of the written representations received from the Directors, which have been taken on the record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a Director in terms of clause (g) of sub-section(1) of Section 274 of the Companies Act, 1956.

(g) In our opinion, and to the best of our information and according to the explanations given to us the said accounts, read together with the notes thereon, give the information required by the companies Act, 1956, in the manner so required, and give a true and fair view :

(i) In the case of the Balance Sheet, of the state of the Company's affairs as at March 31, 2012;

(ii) In the case of the Statement of Profit and Loss, of the profit of the company for the year ended on that date.

(iii) In the case of the Cash flow statements of the cash flows for the period ended March 31, 2012

ANNEXURE TO AUDITORS' REPORT

Annexure referred to in paragraph 2 of the auditors' report to the members of Readymade Steel India Limited, on the accounts for the year ended on March 31, 2012

1) a) As explained to us, the Company is in the process of updating the details of additions in its fixed assets register so as

to reflect the full particulars, including quantitative details and situation of fixed assets.

b) As explained to us, the assets have been physically verified by the management during the year. There were no material discrepancy on such verification.

2) a) The inventory has been physically verified during the period by the management. In our opinion, the frequency of

verification is reasonable.

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

c) As explained to us, the Company has been maintaining records of inventories. In our opinion, the maintenance of records are primafacie reasonable in relation to the size and nature of business of the company.

3) As explained to us, during the period under audit the company has not given or taken loan or advances to party covered under the register maintained pursuant to section 301 of the Companies Act, 1956.

4) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed Assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5) a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be

entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion, and according to the explanations given to us, the Company has not entered into any contracts or arrangements exceeding Rs. 5.00 Lakh in respect of any party in pursuance of contracts or arrangements entered in the register to be maintained under section 301 of the Companies Act, 1956 except for the contracts for sale / purhase which, as explained, are at the prevailing market prices

6) The company has not accepted public deposits to which the provisions of section 58A and 58AA of the companies act apply.

7) The Company has an Internal Audit System which generally commensurate with the nature and size of business

8) As explained to us the company is not required to maintain cost records under Section 209 (1) (d) of the Companies Act, 1956.

9) a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including

provident fund, employees state insurance, Income tax, Sales Tax, Wealth tax, Custom duty, Excise Duty, Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income tax, wealth tax, sales tax, custom duties and excise duties, which have remained outstanding as at 31st March 2011 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us, there are no disputed statutory dues which have not been deposited by the company.

10) There are no accumulated losses of the company and company has not incurred cash losses during the period covered by our audit and the immediately preceeding financial year.

11) The Company has taken various facility from their banks / FI for the purpose of its business. The company has been generally regular in paying the interest and principal amount in respect of the loans taken from the banks / FI.

12) The Company has not granted any secured loans or advances to any person against security by way of pledge of shares or securities.

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

14) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

15) The Company has not given any Guarantee on behalf of the others to any bank or Financial Institution.

16) In our opinion, the term loans, taken from the bankers, have been prima-facie applied for the purpose for which they were raised.

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

18) a) During the year under audit the company has not alloted any shares on preferential basis.

b) During the year the company has raised money by issue of shares by public issue. The utilisation of the same has been disclosed in the Notes on Accounts and the same has been verified by us and the same has been prima-facie verified.

19) During the course of our audit and on the basis of our test check, we did not come across any case of fraud on or by the company noticed or reported during the period under audit.

For MKPS & Associates Chartered Accountants

Narendra Khandal Partner

Membership No. 065025

Place: Mumbai

Date: 5th September, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of Readymade Steel India Limited (the Company) as at 31st March 2011 and the Profit and Loss account and Cash Flow Statemement of the Company 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. These 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 and significant estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our report.

2) As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to information and explanation given to us during the course of our audit, we enclose in the Annexure, our report on the matters specified in paragraph 4 & 5 of the said order to the extent applicable to the company.

3) We report that :

a) We have obtained all the information and the 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 the books;

c) The Balance Sheet and the Profit and Loss account dealt with by this report are in agreement with the Books of Account;

d) In our opinion, the Balance Sheet and the Profit and Loss account, read together with the Notes thereon, dealt with by this report comply in material respects with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956

e) On the basis of the written representations received from the Directors, which have been taken on the record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2011 from being appointed as a Director in terms of clause (g) of sub-section(1) of Section 274 of the Companies Act, 1956.

f) In our opinion, and to the best of our information and according to the explanations given to us and subject to our comments above, 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 and fair view :

(i) In the case of the Balance Sheet, of the state of the Company's affairs as at March 31, 2011;

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

(iii) In the case of the Cash flow statements of the cash flows for the period ended March 31, 2011

ANNEXURE TO AUDITORS' REPORT

Annexure referred to in paragraph 2 of the Auditors' Report to the members of Readymade Steel India Limited, on the accounts for the year ended on March 31, 2011

1) a) The Company is maintaining proper records showing full particulars, quantitative details and situation of Fixed Assets.

b) As explained to us, the assets have been physically verified by the management during the year. There were no material discrepancy on such verification.

c) The Company did not dispose off a substantial part of the Fixed Assets during the Financial Year under review.

2) a) The inventory has been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

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

c) As explained to us, the Company has been maintaining records of inventories. In our opinion, the maintenance of records are prima-facie reasonable in relation to the size and nature of business of the company.

3) As explained to us, during the period under audit the company has not given or taken loan or advances to party covered under the register maintained pursuant to section 301 of the Companies Act, 1956.

4) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases of inventory, Fixed Assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5) a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion, and according to the explanations given to us, the Company has not entered into any contracts or arrangements exceeding Rs. 5.00 Lakh in respect of any party in pursuance of contracts or arrangements entered in the register to be maintained under section 301 of the Companies Act, 1956 except for the contracts for sale / purchase which, as explained, are at the prevailing market prices

6) The company has not accepted public deposits to which the provisions of section 58A and 58AA of the Companies Act,1956 apply.

On the basis of written representation received from the management, we state that the company has not received any order for the contravention of the provisions from the Company Law Board or RBI or any court or any other Tribunal in this respect.

7) The Company does not have an Internal Audit System.

8) As explained to us the company is not required to maintain cost records under Section 209 (1) (d) of the Companies Act, 1956.

9) a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duties and Excise Duties, which have remained outstanding as at 31st March 2011 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us, there are no disputed statutory dues which have not been deposited by the company.

10) There are no accumulated losses of the company and company has not incurred cash losses during the period covered by our audit and the immediately preceeding financial year.

11) The Company has taken various facility from their Banks / FI for the purpose of its business. The company is regular in paying the interest and principal amount in respect of the loans taken from the Banks / FI.

12) The Company has not granted any secured loans or advances to any person against security by way of pledge of shares or securities.

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

14) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

15) The Company has not given any Guarantee on behalf of others to any Bank or Financial Institution.

16) In our opinion, the term loans, taken from the bankers, have been prima-facie applied for the purpose for which they were raised.

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

18) a) During the year under audit the company has alloted 378500 Equity Shares on preferential basis at the price at which the same are not prejudicial to the company.

b) According to the information made available to us, the company has not raised any fund by way of public issue, the end use of which is required to be disclosed in the notes to the financial statement and to be verified by us.

19) During the course of our audit and on the basis of our test check, we did not come across any case of fraud on or by the company noticed or reported during the period under audit.

For MKPS & Associates

Chartered Accountants

Firm Regn. No. 302014E

CA. Narendra Khandal

Partner

M No. 065025

Place: Mumbai

Date: 3rd September 2011