Auditor Report of Mipco Seamless Rings (Gujarat) Ltd.

Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of M/s MIPCO SEAMLESS
RINGS (GUJARAT) LIMITED (“the Company”), which comprise the balance sheet as at 31st March,
2024, and the statement of Profit and loss, Statement of changes in Equity and Statement of cash
flow for the year ended, and notes to the standalone Financial Statements, including a summary of
significant Accounting Policies and other explanatory information [hereinafter referred to as
“Standalone Financial Statements”].

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 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 and accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2024, and its Profit,
(changes in Equity) and its cash flow statement for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards
on Auditing (SA’s) specified under section 143(10) of the Companies Act, 2013. 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 Standalone Financial Statements under
the provisions of the Companies Act, 2013 and the Rules defined thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.

Key Audit Matters

Key Audit Matters are those matter that, in our professional judgement, were of most significance
in our audit of the Standalone Financial Statements of the current period. These matters were
addressed in the context of our audit of the Standalone Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. During
the year under consideration, we have no Key Audit Matters to report.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Financial
Statements that give a true and fair view of the financial position ,State of affairs, Profit/loss
(including other comprehensive income) Change in Equity and Cash Flow of the Company in
accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards specified under section 133 of the Act, read with Rules defined there under.
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 Financial Statements, the Board of Directors 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 the Board of Directors either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do
so.

Those Board of Directors is 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 Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional scepticism 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 Companies
Act, 2013, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system with reference to the Standalone 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 the 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 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 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 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:

1. Planning the scope of our audit work and in evaluating the results of our work; and

2. 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.

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 sub-section (11) of section 143 of the Companies Act, 2013, 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 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 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 31st March,
2024 taken on record by the Board of Directors, none of the Directors is disqualified as on
31st March, 2024 from being appointed as a Director in terms of Section 164(2) of the Act.

(f) According to information and explanations given to us together with our audit examination,
reporting 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 in
Annexure-B to the extent applicable.

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, we report that section 197 is
not applicable on private Company. Hence reporting as per section 197(16) is not required

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 impact its financial
p.o sition.

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 amounts which were required to be transferred to the Investor
E.d ucation and Protection Fund by the Company.

iv. a. The management has represented that, to the best of its knowledge and
belief, other than as disclosed in the notes to the accounts, 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(s) or entity(ies), 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, other than as disclosed in the notes to the accounts, no funds have
been received by the Company from any person(s) or entity(ies), 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

v. Based on such audit procedures that the auditor has considered reasonable and
appropriate in the circumstances, nothing has come to their notice that has
caused them to believe that the representations under sub-clause (i) and (ii)
contain any material mis-statement.

vi. No Dividend has been declared or paid during the year by the Company, hence
provisions of section 123 of the Companies Act, 2013, are not applicable.

vii. Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of account for the Financial Year
ended March 31, 2024 which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant
transactions recorded in the software’s. Further, during the course of our audit
we did not come across any instance of the audit trail feature being tampered
with.

For PPKG & Co

Chartered Accountants

Firm’s Registration No. 009655S

Girdhari Lal Toshniwal

Partner

Membership No. 205140

UDIN: 24205140BKALIQ5662

Date: May 14, 2024

Place: Hyderabad

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Mar 31, 2015

We have audited the accompanying financial statements of M/S. MIPCO SEAMLESS RINGS (GUJARAT) 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 Standalone Financial Statements

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 Companies (Accounts) Rules, 2014. This responsibility 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 are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and 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.

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;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b) In the case of the Statement of Profit and Loss, of the loss 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.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note No.7 and Note No.17.1 regarding writing back of provision and contingent liabilities as detailed in the said note.

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 section143 of the Act, we give in the Annexure 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 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with the 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 are disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

i. the Company has disclosed the impact of pending disputed statutory demands on its financial position in its financial statements as contingent liabilities - Refer Note no.17.1 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure referred to in paragraph 7 Our Report of even date to the members of MIPCO SEAMLESS RINGS (GUJARAT) LIMITED on the accounts of the company for the year ended 31st March, 2015.

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

i. (a) The Company does not have any fixed assets, hence maintenance of proper records and physical verification is not required;

ii. The nature of business of the Company does not require it to have any inventory. Hence, the requirement of clause (ii) of paragraph 3 of the said Order is not applicable to the Company

iii. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act., hence reporting (a) & (b) is not required.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported.

v. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

vi. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act.

vii. (a) According to the information and explanations given to us and based on the records of thecompany examined by us, the company is 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 and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise.

viii. The Company have accumulated losses at the end of the financial year and has incurred cash losses in the financial year and in the immediately preceding financial year.

ix. According to the records of the company examined by us and as per the information and explanations given to us, the company has not availed of any loans from any financial institution or banks and has not issued debentures.

x. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

xi. In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the year.

xii. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For M/s. Ganesh Venkat & Co., Chartered Accountants Firm Regd.No.005293S

G. Rajavenkat Partner Membership No.025014

Place: Hyderabad. Date: 28th May, 2015.

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Mar 31, 2014

We have audited the accompanying financial statements of MIPCO SEAMLESS RINGS (GUJARAT) 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 of the Company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of Companies Act, 1956. 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 judgement, 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 slate of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the Loss 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and 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 (I) of section 274 of the Companies Act, 1956.

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of MIPCO SEAMLESS RINGS (GUJRAT) LIMITED, on the accounts of the company for the year ended 31st March. 2014.

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

1. According to the information and explanation given to us and on the basis of our examination of the books of account ,all fixed assets has been disposed off by the company and consequently commenting on maintenance of records and physical verification of assests does not arise.

2. According to the information and explanation given to us on the basis of our examination of the books of account during the course of our audit, there being no inventory on hand during the year/at the end of the year , commenting on procedure of physical verification of inventory , maintenance of proper records and ascertaining of discrepancies does not arise.

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

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken loans from related parties listed in the register maintained under Section 301 of the Companies Act, 1956. During the year the company has taken an unsecured loan of Rs.6.19 lakhs from the party having an opening balance of Rs. 19.46 lakhs.

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

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

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company does not have an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company have accumulated loss and has incurred cash loss our audit and in the immediately preceding financial year.

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

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

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

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

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

For M/s. GANESHVENKAT & CO., Chartered Accountants Firm Regd. No.005293S

Sd/- G.Rajavenkat Date: 27.05.2014 Partner Place: Hyderabad Membership No.025104

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Mar 31, 2011

We have audited the attached Balance Sheet of Mipco Seamless Rings (Gujarat) Limited as at 31 st March, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as considered appropriate and as per the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

1. 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;

2. 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;

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

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

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

6. Though the accounts for the year have been prepared on the assumption of going concern basis, the company's ability to continue as a going concern, however is dependent upon restructuring of operations by considering appropriate business strategies and financial viabilities.

Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read 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 in conformity with the accounting principles generally accepted in India;

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

b. in the case of the Profit and Loss Account, of the Loss for the year ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT on the Accounts for the year ended 31s1 March, 2011

1. All the Fixed Assets have been disposed off by the company and consequently commenting on maintenance of records and physical verification of assets dose not arise.

2. There being no inventory on hand during the year/at the end of the year commenting on procedure of physical verification of inventory, maintenance of proper records and ascertaining of discrepancies does not arise.

3. a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. According to the information and explanations given to us, for the activities carried out during the year, there was in our opinion, adequate internal control system commensurate with the size of the Company and nature of the business. No major weakness was noticed in the course of our audit in this behalf.

5. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public, consequently the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

7. The Company does not have any formal internal audit system. As informed to us this is in view of the continuing suspension of the business operations.

8. The Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956.

9. a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including income- tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, and other statutory dues during the year to the extent applicable. As at 31st March, 2011, there were no undisputed dues payable for a period of more than six months from the date they became payable.

b) According to information and explanation given to us the disputed dues in respect of Sales tax and Income tax that have not been deposited by the Company are as follows:

Name of the Nature of Amount (Rs. In Forum where Statute dues lacs) and (Per dispute is pending -iod to which it relates)

Gujarat Sales Sales Tax Rs. 1.65 lacs Asst. Sales Tax Commis Tax Act, 1969 (1988-89) -sioner Appeal 7 Circle 4 - Vadodara Gujarat Sales Tax Tribunal at Ahmedabad

Income Tax Income Tax Rs. 39.94 lacs Income Tax Appellate Act,1961 (2005-06) Tribunal - Mumbai

10. The accumulated losses of the Company exceeded fifty percent of its net worth at the end of the financial year. The Company has incurred cash loss in the current year and immediately preceding financial year.

11. The Company has not availed any loans from Banks Financial Institution or by issue of debentures.

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

13. The company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly the provisions of the clause 4(xiii) of the Order are not applicable.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

16. The Company has not obtained any term loans during the year.

17. According to the information and explanations given to us, the Company has not raised any funds on short term basis during the year.

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

19. No security or charge is required to be created since the company has not issued any Debentures.

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

21. On the basis of examination of books of account and other relevant records in the course of our audit and as per the information and explanation given to us no fraud on or by the Company has been noticed or reported during the year.

For GANESH VENKAT & CO., CHARTERED ACCOUNTANTS Firm Registration No. 005293S



G. RAJAVENKAT Partner Membership No. 025014 Hyderabad, 28th May 2011.

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Mar 31, 2010

We have audited the attached Balance Sheet of Mipco Seamless Rings (Gujarat) Limited as at 31st March, 2010 and also the Proft and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India, which requires that we plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fnancial statements, and also includes assessing the accounting principles used and signifcant estimates made by management, as well as evaluating the overall fnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as considered appropriate and as per the information and explanations given to us, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said order.

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

1. 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;

2. 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;

3. The Balance Sheet, Proft and Loss Account and Cash Flow Statement dealt with by this report, are in agreement with the books of account of the Company;

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

5. On the basis of written representations received from the Directors of the company and taken on record by the Board of Directors, we report that none of the Directors are disqualifed as on 31st March, 2010 from being appointed as a Director in terms of Section 274 (1) (g) of the Companies Act, 1956;

6. Though the accounts for the year have been prepared on the assumption of going concern basis, the company’s ability to continue as a going concern, however is dependent upon restructuring of operations by considering appropriate business strategies and fnancial viabilities.

Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read 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 in conformity with the accounting principles generally accepted in India;

a. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

b. in the case of the Proft and Loss Account, of the Loss for the year ended on that date; and

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

RE : MIPCO SEAMLESS RINGS (GUJARAT) LIMITED

ANNEXURE TO AUDITORS’ REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2010

1. a) The Company has maintained proper records showing full particulars including quantitative details and location of its fxed assets (viz. wind mill).

b) The only Fixed Assets ( viz Wind mills ) have been disposed off during the year consequently commenting on maintenance of records and physical verifcation of assets dose not arise.

c) The going concern status of the company is affected on disposal of the balance of assets.

2 There being no inventory on hand during the year/at the end of the year commenting on procedure of physical verifcation of inventory, maintenance of proper records and ascertaining of discrepancies does not arise.

3 a) The Company has not granted any loans, secured or unsecured to companies, frms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured from companies, frms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4 According to the information and explanations given to us, for the activities carried out during the year, there was in our opinion, adequate internal control system commensurate with the size of the Company and nature of the business. No major weakness was noticed in the course of our audit in this behalf.

5 In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6 The Company has not accepted any deposits from the public, consequently the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

7 The Company does not have any formal internal audit system. As informed to us this is in view of the continuing suspension of the business operations.

8 The Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956.

9 a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, and other statutory dues during the year to the extent applicable. As at 31st March, 2010, there were no undisputed dues payable for a period of more than six months from the date they became payable.

b) According to information and explanation given to us the disputed dues in respect of Sales tax and Income tax that have not been deposited by the Company are as follows:

Name of Statute Nature of dues Amount (Rs. in lacs) and (Period to which it relates)

Gujarat Sales Tax Act,1969 Sales Tax Rs.1.65 lacs (1988-1989) Rs.6.25 lacs (1999-2000)

Income Tax Act, 1961 Income Tax Rs.39.94 lacs (2005-06)



Name of Statue Forum where the dispute is pending

Gujarat Sales Tax Act,1969 Asst. Sales Tax Commissioner – Appeal 7 Circle 4 - Vadodara

The Gujarat Sales Tax Tribunal at Ahmedabad

Income Tax Act, 1961 Income Tax Appellate Tribunal - Mumbai

10. The accumulated losses of the Company exceeded ffty percent of its net worth at the end of the fnancial year. The Company has incurred cash loss in the current year and immediately preceeding fnancial year.

11. The Company has not availed any loans from Banks Financial Institution or by issue of debentures.

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

13. The company is not a chit fund/nidhi/mutual beneft fund/society. Accordingly the provisions of the clause 4(xiii) of the Order are not applicable.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and fnancial institutions.

16. The Company has not obtained any term loans during the year.

17. According to the information and explanations given to us, the Company has not raised any funds on short term basis during the year.

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

19. No security or charge is required to be created since the company has not issued any Debentures.

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

21 On the basis of examination of books of account and other relevant records in the course of our audit and as per the information and explanation given to us no fraud on or by the Company has been noticed or reported during the year.

For PARIKH & SHAH

Chartered Accountants

(H. K. Desai) Partner

Mumbai: 4th May, 2010. Membership No. 13719

Firm Registration No. 107528W