Auditor Report of MOIL Ltd.

Mar 31, 2025

We have audited the Standalone Financial Statements of
MOIL LIMITED (“the Company”), which comprises the Balance
Sheet as at 31^st March 2025, and the statement of the 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 (herein after 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 read with the 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 March 31, 2025, the profit
and total comprehensive income, the changes in equity and its
cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of standalone Financial Statements in
accordance with the Standards on Auditing (SAs) 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

(ICAI) together with the ethical requirements that are relevant
to our audit of the Financial Statements under the provisions of
the Companies Act, 2013 and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI''s Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion on the financial statements.

Emphasis of Matter -

Without qualifying our opinion, we draw attention to the
following matters:

1. Point No. 1.2.14 of accounting policy & Note No. 2.27
for recognition of revenue. The revenue includes Royalty,
District Mineral Fund (DMF) and National Minerals
Exploration Trust contribution (NMET) collected on behalf
of third party on actual basis as per contract. However, this
treatment is not in line with IND AS 115, which stipulates
that revenue must be shown on net basis excluding all
collection on behalf of third parties. This has been done by
the Company as per industry practice and based on expert
opinion obtained.

2. Note No. 2.5 (Investment) & Note 3.12 with regard to
classification of Actual Advance Expenditure (MOIL Share)
for proposed Joint Venture with GMDC, amounting to
^765.27 Lakhs. This is disclosed under Investments in the
name and style of “MOIL-GMDC JV, yet to be incorporated”.
This amount should have been classified under Other Non¬
Current Assets.

3. Note No. 2.4 (Intangible asset under development) & Note
No. 3.13 with regard to classification of Actual Advance
Expenditure (MOIL Share) for proposed Joint Venture with
MPSMCL. This expenditure amounting to ^1643.99 Lakhs
is being recognized and accounted for as Intangible asset

under development in the financial statements. This MoU
has been signed to explore the options of manganese ore
mining in different districts of the state of Madhya Pradesh.
This amount should have been classified under Other Non¬
Current Assets.

4. Note No 2.4 (Intangible asset under development) & Note
No. 3.14 with regard to classification of Actual Advance
Expenditure (MOIL Share) for proposed Joint Venture with
Chhattisgarh Mineral Development Corporation (CMDC).
This expenditure amounting to ^112.67 Lakhs is being
recognized and accounted for as Intangible assets under
development in the financial statements. This MoU has
been signed to explore the options of mining for manganese
and associated minerals in different districts of the state
of Chhattisgarh. This amount should have been classified
under Other Non- Current Assets.

5. Note No. 3.15 (i) (b) and 3.16 regarding Land in Bobbili.
The land at Bobbili was purchased by MOIL from APIIC for
the setting up of Ferro / Silico Manganese plant. A Joint
Venture Company was formed with RINL. Techno economic
feasibility report (TEFR) was prepared by MECON in 2000.
The tenders could not be finalized due to technical reasons
and in the interim period the tariff of electricity units was
increased. It was determined that the project was not viable
in view of the power tariff increase and the reduction in
market prices of the Ferro / Silico Manganese. The land
at Bobbili, which is valued at H 898.92 lakhs and WDV of
Building H 8.87 lakhs has been considered as contingent
liability by the Company. This amount should not be
treated as a contingent liability as there is no expected
financial outlay against the same. The land is fully paid
for, and the Company does not have any further liabilities
against the same.

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

Other Matter:

1. Pursuant to the observations of Comptroller and Audit
General of India under Section 143 (6) (a) of the Companies
Act, 2013, the financial statements adopted by the Board of
Directors on 30^th April 2025 have been revised. The revised
financial statements have been adopted by the Board of
Directors on 30^th July 2025. The revisions that have been
made are related to notes and disclosures. Such changes/
corrections in notes and disclosures to accounts based on
C&AG supplementary audit observations has no impact on
the financial statements. The revision is restricted solely to
incorporate observations raised in the Supplementary Audit
conducted by the Comptroller and Auditor General of India,
accordingly, a revised Audit Report is issued now. This Audit
report supersedes our earlier report dated 1^st May, 2025,
9^th June 2025 and 30^th July 2025. (The Audit Report dated
30^th July 2025 is being re-issued on 20^th August 2025 as
directed by C&AG. Except for reference to the earlier report
date, there is no change in its contents.)

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

Key Audit Matters -

Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the year. These matters were addressed in the
context of our audit of the financial statement as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined the
matters described below to be the key audit matters to be
communicated in our report.

S. No.	Key Audit Matter	Auditor’s Response
1	Revenue from Contract with Customer: Refer Note no. 2.27 and Note No 1.2.14 Revenue is considered as a key audit matter because revenue is a key financial performance measure which could create an incentive to be recognised prematurely. The revenue recognized by the Company in a particular contract is dependent on the sale agreement for the respective customer. Revenue from sale of manganese is recognized in financial statements at declared grade of manganese. Relevant areas for revenue recognition perspective are accuracy of the recognized amounts and timing of revenue recognition. The timing of such revenue recognition in case of sale of goods is when the control over the same is transferred to the customer, which is mainly upon delivery.	Principal Audit Procedures: Our Audit Procedure comprises of assessing the application of the provisions of Ind AS 115 in respect of the Company''s revenue recognition and appropriateness of the estimated adjustments in the process. Our audit procedures include: • Evaluating the design, the processes and internal controls relating to revenue accounting standard. • Evaluating the detailed analysis performed by management on revenue streams by selecting samples for the existing contracts with customers and considering revenue recognition policy in the current year in respect of those revenue streams.

S. No.	Key Audit Matter	Auditor’s Response
	Revenue includes amounts in respect of royalty, district mineral fund	• Evaluating the appropriateness of the disclosures provided
	and national mineral exploration trust contributions but excludes	under the revenue standard and assessing the completeness
	GST and any other taxes/cess. Sales are reduced to the extent of	and mathematical accuracy of the relevant disclosures.
	the amount of price discount. The Company acts as a principal to	• Ensuring the basis of all estimates are commensurate with
	its customers, and all the performance obligation stands on the Company, therefore revenue is accounted on Gross basis. Manganese ore fines, hutch, dust and HIMS rejects generated during operations are recognised as production as and when they are sold and corresponding sales is treated as revenue from mining products.	the accounting policy. The system of revenue recognition is found to be appropriate.
2	Inventory Valuation:	Principal Audit Procedures:
	Refer Note No. 2.9 and 1.2.3 Verification and valuation of Inventories and related write down,	Our audit approach involved the following combination of test of control design, implementations, operating effectiveness and substantive testing in respect of verification and valuation
	if any, is a significant area requiring Management''s judgment of	of inventories:
	estimates and application of accounting policies that have significant
	effect on the amounts recognized in the Standalone Ind AS Financial	• We evaluated the system of inventory monitoring
	Statements. Accordingly, we consider this as a Key Audit Matter.	and control.
	Valuation is done on the following basis:	• It was observed that inventory has been physically verified
	(a) Finished Goods-Manganese Ore of all grades (except	by the Management during the year.
	Manganese Ore Fines, Hutch Dust and HIMS rejects) -	• We have also tested the values considered in respect of
	Valued At cost at mines including depreciation on mine	Net realizable value, cost of products and have verified
	assets or net realizable value, whichever is less. (b) Manganese Ore Fines, Hutch Dust and HIMS rejects	these on a sample basis with the inventory valuation and accounting entries posted in this regard.
	- Valued At cost per tonne on jigging / processing,	• We have obtained a copy of inventory verification
	transportation etc. allocated on technical estimates or net	report, cost sheet and price lists that have been taken
	realizable value, whichever is less.	into consideration while arriving at the final closing
	(c) Manganese Ore at port - At landed cost at the port or net	value of inventory.
	realizable value, whichever is less. Landed cost includes	The system of inventory valuation and recording of stock level
	freight, unloading charges, sampling charges etc. (d) Electrolytic manganese di-oxide [EMD] (including stock as on 31st March at different stages of production, ascertained by technical estimation as a percentage of completed units of EMD) - At current year''s cost of production including plant''s depreciation or net realizable value, whichever is less. (e) Ferro manganese/silico manganese including stock in cake form as on 31st March, determined by technical assessment - At current year''s cost of production including plant''s depreciation (less realizable value of slag) or net realizable price, whichever is less. (f) Stock in process - The quantity of Ferro Manganese/Silico Manganese in process cannot be weighed, seen or assessed and hence, no value is assigned. (g) Stock of slag - Slag is a molten mass of impurities generated during manufacture of Ferro Manganese, which is treated as scrap and, accordingly, valued at net realizable price.	is found to be appropriate.

S. No.	Key Audit Matter	Auditor’s Response
3	Deferred tax: As disclosed in Note 3.8, the Company has recognised deferred tax assets in respect of certain deductions on account of provision for Leave Encashment, provision for Post-Retirement Medical Benefit, provision for Doubtful Debts and provision for Bonus to the extent that it is probable that they will get tax benefits in future. This requires management judgement in estimating future taxable income and is accordingly a key audit matter.	Principal Audit Procedures: Our audit procedures included the following: • Obtaining an understanding of the management''s process for estimating the recoverability of the deferred tax assets and identifying key controls in the process. • Obtaining and analysing the future projections of taxable profits estimated by management, assessing the key assumptions used, including the analysis of the consistency of the actual results obtained by the various segments with those projected in the previous year. We have reviewed the assumptions made by management for uncertain current and deferred tax positions to assess whether appropriate current and deferred tax provisions have been recognized and are based on the most probable outcome. We found the disclosures relating to the income tax and deferred tax balances to be appropriate.
4	Valuation of Defined Benefit Plan Obligations: Accounting for defined benefit plans is based on actuarial assumptions which require measuring the obligation, evaluating the planned assets and calculating the corresponding actuarial gain or loss. All future cash flows are discounted to present value for arriving at the obligation. Significant estimates including the discount rates, the inflation rates, escalation of salary and the mortality rate are made in valuing the company''s defined benefits obligations. The Company engages external actuarial specialists to assist them in selecting appropriate assumptions and calculate the obligations. The effect of these matters is a part of the risk assessment and valuation of the Defined Benefit Obligations has a high degree of estimation as it is based on assumptions. The Company has recognized long term Employee Benefit Liabilities and Post-Employment Benefits.	Principal Audit Procedures: Our audit procedures include: • Evaluating the key assumptions applied viz discount rates, inflation rate, mortality rate • The controls over the review and approval of actuarial assumptions, the completeness and accuracy of data provided to external actuary, and the reconciliation to data used in expert''s calculation were tested. • Discussing with the Management about the liability accrued due to defined benefit plan and assessing if there was any inconsistency in the assumptions. • Adequacy of the Company disclosure as per Ind AS 19 in the notes is verified. Based on the audit procedures involved, we observe that the assumptions made by the management in relation to the valuation were supported by available evidence.
5	Provision for Post-Retirement medical benefit: The valuation provision of the PRMB requires assumptions which are based upon market conditions, discount rate, life expectancy of employees and other dependants to be considered for setting aside fund for medical benefit. The setting of these assumptions is complex and requires the exercise of significant management judgement with the support of external actuary.	Principal Audit Procedures: In testing the valuation, we have examined the reports of external actuarial specialist to review the key actuarial assumptions used, both financial and demographic, and considered the methodology utilized to derive these assumptions. Furthermore, we have examined the sensitivity analysis adopted by the external party viz. actuarial on the key assumptions in valuing the defined benefit obligations. We would like to comment that the methodology and assumption applied in relation to determination of liability is Acceptable.

S. No.	Key Audit Matter	Auditor’s Response
6	Property, Plant & Equipment and Intangible Assets As disclosed in Note 2.1, 2.2, 2.3 & 2.4; during the year the Company has incurred capital expenditure on various Property, Plant and Equipment including the capitalisation of work in progress based on its readiness for intended use as determined by the management. The estimates of useful lives and residual value of Property, Plant and Equipment is a significant area which involves management judgement, technical assessment, consideration of historical experience, anticipated technical changes etc. Considering the materiality in the context of the Balance Sheet of the Company and the level of management judgement and estimates required, the above matter has been determined as a key audit matter	Principal Audit Procedures: Our audit procedure included but was not limited to the following: • Assessing the nature of additions made to PPE and capitalization of capital work in progress on a test check basis to test whether they meet the recognition criteria as per Ind-AS 16 -Property, Plant and Equipment, including its readiness for intended use as determined by the management. • Understanding, evaluating and testing the design and operating effectiveness of key controls relating to capitalization of various cost incurred. • Reviewing the judgement and assessment of the management including the nature of underlying cost capitalized, determination of realizable value of the assets, appropriateness of assets lives applied in the calculation of depreciation. • We have test checked the depreciation calculation • We observe that the management has regularly reviewed the judgements and estimation. • We have also assessed the adequacy and appropriateness of the disclosures in the standalone financial statements. Based on the audit procedures involved, we observe that the assumptions made by the management were acceptable.

Information other than the Standalone Financial
Statements and Auditor’s Report thereon

The Company''s Management and Board of Directors is
responsible for the preparation of the other information. The
other information comprises the information included in the
Management Discussion and Analysis, Board''s Annual Report
including Annexures to Board''s Report, Business Responsibility
Report, Corporate Governance Report and Shareholder''s
Information, Corporate Social Responsibility but does not include
the Financial Statements and our Audit 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 when it becomes available and, in doing so,
consider whether the other information is materially
inconsistent with the Standalone Financial Statements
or our knowledge obtained during the audit or otherwise
appears to be materially misstated.

• If, based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to communicate the matter to those
charged with governance, as applicable under relevant laws
and regulations.

• We have nothing to report in this regard.

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

The Company''s Board of Directors is responsible for the matters
stated in section 134(5) of the Companies Act, 2013 ("the Act'''') with
respect to the preparation and presentation of these Standalone
Financial Statement that give a true and fair view of the financial
position, financial performance including other comprehensive
income, statement of changes in equity and cash flow of the
Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standard (Ind
AS) specified under section 133 of the Act, read with Rule 7
issued thereunder. This responsibility also includes maintenance
of adequate accounting records in accordance with the provision

of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud 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 Standalone Financial
Statements that give a true and fair view and are free from material
misstatements, whether due to fraud or error.

In preparing the Standalone Financial Statements, 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 Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

The Company''s Board of Directors is also responsible for
overseeing the Company''s financial reporting process.

Auditor’s Responsibility for the Audit of Standalone
Financial Statements

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

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

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

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

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

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

i. 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.

ii. 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 entity has adequate
internal financial controls system in place and the operating
effectiveness of such controls.

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

iv. Conclude on the appropriateness of management''s and
Board of Director''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 auditors'' 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
auditors'' report. However, future events or conditions may
cause the Company to cease to continue as a going concern.

v. 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 Standalone 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, based on our audit,

we report that:

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

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

c. The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income and Statement
of Cash Flow and the Statement of Changes in Equity
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 Indian Accounting
Standards (Ind AS) specified under Section 133 of the
Act, subject to Emphasis of Matter stated above.

e. In terms of Notification no. G.S.R. 463 (E) dated 05^th
June 2015 issued by the Ministry of Corporate Affairs,
provisions of Section 164(2) of the Act regarding
disqualifications of the Directors, are not applicable as
it is a Government Company.

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 A”. Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company''s internal
financial controls with reference to Standalone
Financial Statement.

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:

h. As per notification number G.S.R. 463 (E) dated
5^th June 2015 issued by the Ministry of Corporate
Affairs, section 197 of the Act as regards managerial
remuneration is not applicable to the Company, since
it is a Government Company

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

i. The company has disclosed the impact of
pending litigations as at March 31, 2025, on
its financial position in its standalone financial
statements- Refer Note 3.15 (i) (a) & (b) to the
Standalone Financial Statements.

ii. There are no long-term contracts including
derivative contracts for which provision for
material foreseeable losses is required.

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

iv. a) The Management has represented that,

to the best of its knowledge and belief, as
disclosed in the notes to the accounts, no
funds (which are material either individually
or in aggregate) have been advanced or
loaned or invested (either from borrowed
funds or share premium or any other
sources or kind of funds) by the company to
or in any other persons or entities, including
foreign entities (“Intermediaries”), with the

understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
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 in behalf of
the Ultimate Beneficiaries.

b) The Management has represented, that,
to the best of its knowledge and belief,
as disclosed in the notes to accounts, no
funds (which are material either individually
or in the aggregate) have been received
by the Company from any persons or
entities, including foreign entities (“Funding
Parties”), with the understanding, whether
recorded in writing or otherwise, that the
Company shall, 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.

c) Based on the audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us
to believe that the representations under
sub-clause (i) and (ii) of rule 11(e) of the
Companies (Audit and Auditors) Rules,
2014, as provided under (a) & (b) above
contain any material misstatement.

2. The dividend declared or paid during the year by the
Company is in compliance with Section 123 of the Act.

3. Based on our examination which includes test checks, it
appears that the Company has used an accounting software
(SAP) for maintaining its books of accounts 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. Further, during the
course of our audit, we did not come across any instance
of audit trail feature being tampered with or disabled.
The requirement to preserve the audit trail as per Section
128(5) of Companies Act 2013 has been complied with
by the Company.

4. As required under section 143(5) of the Companies
Act, 2013 we give in the Annexure “B” a statement on
directions issued by the Comptroller & Auditor General of
India after complying with the suggested methodology of
audit, action taken thereon and its impact on the accounts
and Standalone Financial Statement of the Company.

5. As required by the Companies (Auditor''s Report) Order,
2020 (“the Order”), issued by the Central Government in
terms of sub-section (11) of section 143 of the Companies
Act, 2013, we give in the Annexure “C” a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

FOR, TACS & CO.

CHARTERED ACCOUNTANTS
(FRN. 115064W)

CA CHITHRA RANJITH

(PARTNER)

Date: 20-08-2025 M. No. 104145

Place: Nagpur UDIN: 25104145BMKZYG9016

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Mar 31, 2024

We have audited the Standalone Financial Statements of MOIL LIMITED ("the Company"), which comprises the Balance Sheet as at 31^st March 2024, and the statement of the 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 (herein after 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 read with the 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 March 31, 2024, the profit and total comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of standalone Financial Statements in accordance with the Standards on Auditing (SAs) 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 (ICAI) together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Emphasis of Matter -

Without qualifying our opinion, we draw attention to the following matters:

1. Point No. 1.2.13 of accounting policy & Note No. 2.27 for recognition of revenue. The revenue includes Royalty, District Mineral Fund (DMF) and National Minerals Exploration Trust contribution (NMET) collected on behalf of third party on actual basis as per contract. However, this treatment is not in line with IND AS 115, which stipulates that revenue must be shown on net basis excluding all collection on behalf of third parties. This has been done by the Company as per industry practice and based on expert opinion obtained.

2. Note No. 2.5 (Investment) with regard to classification of Actual Advance Expenditure (MOIL Share) for proposed Joint Venture with GMDC, amounting to ^765.27 Lakhs. This is disclosed under Investments in the name and style of "MOIL-GMDC JV, yet to be incorporated". This amount should have been classified under Other Non- Current Assets.

3. Note No. 2.2(Capital WIP)& Note No. 3.13 with regard to classification of Actual Advance Expenditure (MOIL Share) for proposed Joint Venture with MPSMCL. This expenditure amounting to ^894.04 Lakhs is being recognized and accounted for as Capital Work in Progress (CWIP) in the financial statements. This MoU has been signed to explore the options of manganese ore mining in different districts of the state of Madhya Pradesh. This amount should have been classified under Other Non- Current Assets.

Other Matter

Pursuant to the observations of Comptroller and Audit General of India under Section 143 (6) (a) of the Companies Act, 2013, the financial statements adopted by the Board of Directors on 15.05.2024 have been revised. The revised financial statements are adopted by the Board of Directors on 30.07.2024. The Impact of revision is disclosed under Note 3.10 (Transaction with Related Parties) to the financial statements. Accordingly, a revised Audit Report is issued now. This Audit report supersedes our earlier report dated 10th June 2024 and the revision made does not have any financial impact on the annual accounts of the company.

Our opinion is not modified in respect of above matter.

Key Audit Matters -

Key audit matters are those matters that, in our professional judgement, 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 statement as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matter	Auditor''s Response
1	Revenue from Contract with Customer: Refer Note no. 2.27	Principal Audit Procedures:
	Revenue is considered as a key audit matter because revenue is a key	Our Audit Procedure comprises of assessing the application
	financial performance measure which could create an incentive to be	of the provisions of Ind AS 115 in respect of the Company''s
	recognised prematurely.	revenue recognition and appropriateness of the estimated adjustments in the process.
	The revenue recognized by the Company in a particular contract is	Our audit procedures include:
	dependent on the sale agreement for the respective customer. Revenue from sale of manganese is recognized in financial statements at declared	• Evaluating the design, the processes and internal controls
	grade of manganese.	relating to revenue accounting standard;
	Relevant areas for revenue recognition perspective are accuracy of the	• Evaluating the detailed analysis performed by
	recognized amounts and timing of revenue recognition.	management on revenue streams by selecting samples for the existing contracts with customers and considering
	The timing of such revenue recognition in case of sale of goods is when	revenue recognition policy in the current period in
	the control over the same is transferred to the customer, which is mainly	respect of those revenue streams
	upon delivery.	• Evaluating the appropriateness of the disclosures
	Revenue includes amounts in respect of royalty, district mineral fund and	provided under the revenue standard and assessing
	national mineral exploration trust contributions but excludes GST and	the completeness and mathematical accuracy of the
	any other taxes/cess. Sales are reduced to the extent of the amount of	relevant disclosures.
	price discount. The Company acts as a principal to its customers and all the performance obligation stands on the Company, therefore revenue is	• Ensuring the basis of all estimates are commensurate
	accounted on Gross basis.	with the accounting policy.
	Manganese ore fines, hutch, dust and HIMS rejects generated during operations are recognised as production as and when they are sold and corresponding sales is treated as revenue from mining products.	The system of revenue recognition is found to be appropriate
2	Inventory Valuation: Refer Note No. 1.2.3 (Significant Accounting Policy)	Principal Audit Procedures:
	Verification and valuation of Inventories and related write down, if any,	Our audit approach involved the following combination
	is a significant area requiring Management''s judgment of estimates	of test of control design, implementations, operating
	and application of accounting policies that have significant effect on	effectiveness and substantive testing in respect of verification
	the amounts recognized in the Standalone Ind AS Financial Statements.	and valuation of inventories:
	Accordingly, we consider this as a Key Audit Matter.	• We evaluated the system of inventory
	Valuation is done on the following basis:	monitoring and control.
	(a) Finished Goods-Manganese Ore of all grades (except Manganese Ore	• It was observed that inventory has been physically
	Fines, Hutch Dust and HIMS rejects) - Valued At cost at mines including depreciation on mine assets or net realizable value, whichever is less.	verified by the Management during the year.
		• We have also tested the values considered in respect of
	(b) Manganese Ore Fines, Hutch Dust and HIMS rejects - Valued At cost	Net realisable value, cost of products and have verified
	per tonne on jigging / processing , transportation etc. allocated on	these on sample basis with the inventory valuation and
	technical estimates or net realizable value, whichever is less.	accounting entries posted in this regard.
	(c) Manganese Ore at port - At landed cost at the port or net realizable	• We have obtained a copy of inventory verification
	value, whichever is less. Landed cost includes freight, unloading	report, cost sheet and price lists that have been taken
	charges, sampling charges etc.	into consideration while arriving at the final closing
	(d) Electrolytic manganese di-oxide [EMD] (including stock as on 31st March	value of inventory.
	at different stages of production, ascertained by technical estimation as a	The system of inventory valuation and recording of stock
	percentage of completed units of EMD) - At current year''s cost of production including plant''s depreciation or net realizable value, whichever is less.	level is found to be appropriate

Sr. No.	Key Audit Matter	Auditor''s Response
	(e) Ferro manganese/silico manganese including stock in cake form as on 31st March, determined by technical assessment - At current year''s cost of production including plant''s depreciation (less realizable value of slag) or net realizable price, whichever is less. (f) Stock in process - The quantity of Ferro Manganese/SilicoManganese in process cannot be weighed, seen or assessed and hence, no value is assigned. (g) Stock of slag-Slag is a molten mass of impurities generated during manufacture of Ferro Manganese, which is treated as scrap and, accordingly, valued at net realizable price.
3	Deferred tax: As disclosed in Note 3.8, the Company has recognised deferred tax assets in respect of certain deductions on account of provision for Leave Encashment, provision for Post-Retirement Medical Benefit, provision for Doubtful Debts and provision for Bonus to the extent that it is probable that they will get tax benefits in future. This requires management judgement in estimating future taxable income and is accordingly a key audit matter.	Principal Audit Procedures: Our audit procedures included the following: • Obtaining an understanding of the management''s process for estimating the recoverability of the deferred tax assets and identifying key controls in the process. • Obtaining and analysing the future projections of taxable profits estimated by management, assessing the key assumptions used, including the analysis of the consistency of the actual results obtained by the various segments with those projected in the previous year We have reviewed the assumptions made by management for uncertain current and deferred tax positions to assess whether appropriate current and deferred tax provisions have been recognized and are based on the most probable outcome. We found the disclosures relating to the income tax and deferred tax balances to be appropriate.
4	Valuation of Defined Benefit Plan Obligations: Accounting for defined benefit plans is based on actuarial assumptions which require measuring the obligation, evaluating the planned assets and calculating the corresponding actuarial gain or loss. All future cash flows are discounted to present value for arriving at the obligation. Significant estimates including the discount rates, the inflation rates, escalation of salary and the mortality rate are made in valuing the company''s defined benefits obligations. The Company engages external actuarial specialist to assist them in selecting appropriate assumptions and calculate the obligations. The effect of these matters is a part of the risk assessment and valuation of the Defined Benefit Obligations has a high degree of estimation as it is based on assumptions. The Company has recognized long term Employee Benefit Liabilities, consisting of Terminal Leave Obligation & Gratuity and Defined Benefit Obligations Receivable (net of plan asset against funded obligation) and Post-Employment Benefits.	Principal Audit Procedures: Our audit procedures include: • Evaluating the key assumptions applied viz discount rates, inflation rate, mortality rate • The controls over the review and approval of actuarial assumptions, the completeness and accuracy of data provided to external actuary, and the reconciliation to data used in expert''s calculation were tested. • Discussing with the Management about the liability accrued due to defined benefit plan and assessing if there was any inconsistency in the assumptions. • Adequacy of the Company disclosure as per Ind AS 19 in the notes is verified. Based on the audit procedures involved, we observe that the assumptions made by the management in relation to the valuation were supported by available evidence.

Sr. No.	Key Audit Matter	Auditor''s Response
5	Provision for Post-Retirement medical benefit: As disclosed in Note 2.26(c) the Company, as per office memorandum from Government of India (Ministry of Heavy Industries and Public enterprises) is required to create corpus fund for medical benefit of employees post retirement. The valuation provision of the same requires assumptions which are based upon market conditions, discount rate, life expectancy of employees and other dependants to be considered for setting aside fund for medical benefit. The setting of these assumptions is complex and requires the exercise of significant management judgement with the support of external actuary.	Principal Audit Procedures: In testing the valuation, we have examined the reports of external actuarial specialist to review the key actuarial assumptions used, both financial and demographic, and considered the methodology utilized to derive these assumptions. Furthermore, we have examined the sensitivity analysis adopted by the external party viz. actuarial on the key assumptions in valuing the defined benefit obligations. We would like to comment that the methodology and assumption applied in relation to determination of liability is Acceptable.
6	Property, Plant & Equipment and Intangible Assets During the year the Company has incurred capital expenditure on various Property, Plant and Equipment including the capitalisation of work in progress based on its readiness for intended use as determined by the management. The estimates of useful lives and residual value of Property, Plant and Equipment is a significant area which involves management judgement, technical assessment, consideration of historical experience, anticipated technical changes etc. Considering the materiality in the context of the Balance Sheet of the Company and the level of management judgement and estimates required, the above matter has been determined as a key audit matter	Principal Audit Procedures: Our audit procedure included but was not limited to the following: • Assessing the nature of additions made to PPE and capitalisation of capital work in progress on a test check basis to test whether they meet the recognition criteria as per Ind-AS 16 -Property, Plant and Equipment, including its readiness for intended use as determined by the management. • Understanding, evaluating and testing the design and operating effectiveness of key controls relating to capitalization of various cost incurred. • Reviewing the judgement and assessment of the management including the nature of underlying cost capitalized, determination of realizable value of the assets, appropriateness of assets lives applied in the calculation of depreciation. • We have test checked the depreciation calculation • We observe that the management has regularly reviewed the judgements and estimation. • We have also assessed the adequacy and appropriateness of the disclosures in the standalone financial statements. Based on the audit procedures involved, we observe that the assumptions made by the management were acceptable.

Information other than the Standalone Financial Statements and Auditor''s Report thereon

The Company''s Management and Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Annual Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance Report and Shareholder''s Information, Corporate Social Responsibility but does not include the Financial Statements and our Audit 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 when it becomes available 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 the audit or otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to communicate the matter to those charged with governance, as applicable under relevant laws and regulations.

• We have nothing to report in this regard.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (''''the Act'''') with respect to the preparation and presentation of these Standalone Financial Statement that give a true and fair view of the financial position, financial performance including other comprehensive income, statement of changes in equity and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standard (Ind AS) specified under section 133 of the Act, read with Rule 7 issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud 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 Standalone Financial Statementsthat give a true and fair view and are free from material misstatements, whether due to fraud or error.

In preparing the Standalone Financial Statements, 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company''s Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of Standalone Financial Statements

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

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

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

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

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

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

i. 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.

ii. 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 entity has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

iv. Conclude on the appropriateness of management''s and Board of Director''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 auditors'' 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 auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

v. 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 Standalone 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, based on our audit,

we report that;

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

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

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income and Statement of Cash Flow and the Statement of Changes in Equity 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 Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, subject to Emphasis of Matter stated above.

e. In terms of Notification no. G.S.R. 463 (E) dated 05^th June 2015 issued by the Ministry of Corporate Affairs, provisions of Section 164(2) of the Act regarding disqualifications of the Directors, are not applicable as it is a Government Company.

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 A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s

internal financial controls with reference to Standalone Financial Statement.

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:

h. As per notification number G.S.R. 463 (E) dated 5^th June, 2015 issued by the Ministry of Corporate Affairs, section 197 of the Act as regards the managerial remuneration is not applicable to the Company, since it is a Government Company

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

i. The company has disclosed the impact of pending litigations as at March 31, 2024 on its financial position in its standalone financial statements-Refer Note 3.16 (i) (a) & (b) to the Standalone Financial Statements.

ii. There are no long term contracts including derivative contracts for which provision for material foreseeable losses is required.

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

iv. a) The Management has represented that, to the

best of its knowledge and belief, as disclosed in the notes to the accounts, no funds (which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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 in behalf of the Ultimate Beneficiaries.

b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the notes to accounts, no funds (which are material either individually or in the aggregate) have been received by the Company from any

persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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.

c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of rule 11(e) of the Companies (Audit and Auditors) Rules, 2014, as provided under (a) & (b) above contain any material misstatement.

2. The dividend declared or paid during the year by the Company is in compliance with Section 123 of the Act;

3. Based on our examination which includes test checks, it appears that the Company has used an accounting software (SAP) for maintaining its books of accounts 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. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with.

4. As required under section 143(5) of the Companies Act, 2013 we give in the Annexure "B" a statement on directions issued by the Comptroller &Auditor General of India after complying with the suggested methodology of audit, action taken thereon and its impact on the accounts and Standalone Financial Statement of the Company.

5. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure "C" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

FOR TACS & CO.

CHARTERED ACCOUNTANTS (FRN. 115064W)

CA GAURAV B SHARMA

(PARTNER)

Date: 30/07/2024 M. No. 121121

Place: New Delhi UDIN: 24121121BKGYPC1057

---

Mar 31, 2023

MOIL Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the Standalone financial statements of MOIL LIMITED ("the Company”), which comprise the Balance Sheet as at 31^st March 2023, and the statement of the Profit and Loss (including other comprehensive income), the statements of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (herein after 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 read with the 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 March 31, 2023, the profit and total comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of standalone financial statements in accordance with the Standards on Auditing (SAs) 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 (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter -

Without qualifying our opinion, we draw attention to:

1. Point No. 1.2.13 of accounting policy & Note No. 2.27 for recognition of revenue. The revenue includes Royalty, District Mineral fund (DMF) and National minerals exploration trust contribution (NMET) collected on behalf of third party on actual basis as per contract. However, this treatment is not in line with IND AS 115, which says to show revenue on net basis excluding all collection on behalf of third parties. This has been done by the company as per the industry practice and expert opinion obtained. Our opinion is not modified on the same.

2. Note No. 2.5 (Investment) with regard to classification of actual advance Expenditure (MOIL Share) for proposed joint ventures with GMDC and MPSMCL, amounting to ?754.02 Lakhs and ?104.33 Lakhs respectively under Investments in the name and style of "MOIL-GMDC JV, yet to be incorporated”, and "MOIL -MPSMCL JV, yet to be incorporated” respectively. They should have been classified as Other Non- Current Assets.

3. Note no. 3.27 of notes on accounts in regard to a case of fraud committed on the company by an employee. The fraud has been detected through a compliant received under the Public Disclosure & Protection of Informer Resolution (PIDPIR) by Chief Vigilance Officer of the company wherein the value of transaction under investigation is approx. H 1.35 Cr as per the said note. Currently, on the basis of information received, the case has been handed over to CBI.

Key Audit Matters -

Key audit matters are those matters that, in our professional judgement, 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 statement as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matter	Auditor''s Response
1	Revenue from Contract with Customer:	Principal Audit Procedures:
	(i) Refer Note no. 2.27	Our Audit Procedure comprises of assessing the application of the
	Revenue from contracts with customers is recognized when	provisions of Ind AS 115 in respect of the Company''s revenue recognition
	control of the goods is transferred to the customer at an amount	and appropriateness of the estimated adjustments in the process, also we
	that reflects the consideration to which the Company expects to	have performed test to establish the basis of estimation of the consideration
	be entitled in exchange for those goods.	and whether such estimates are commensurate with the accounting policy.

Sr. No.	Key Audit Matter	Auditor''s Response
	All revenue from sale of goods is recognised at a point in time. Revenue is recognized in the books of accounts only after dispatch of goods based on railway receipt/lorry receipt/delivery challan. Contract asset: A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional. Contract liability: A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs under the contract. Debit notes / Credit notes are raised for variation in quality on receipt of laboratory analysis reports. Analysis reports received in subsequent year up to a cut-off date are considered in year of dispatch. Accordingly, debit / credit notes are raised and accounted for in the same year. In respect of analysis reports received after the cut-off date, the invoices for the same are raised in subsequent year. Sales include amounts in respect of royalty, district mineral fund and national mineral exploration trust contributions but excludes GST and any other taxes/cess. Sales are reduced to the extent of the amount of price discount. The Company acts as a principal to its customers and all the performance obligation stands on the Company, therefore revenue is accounted on Gross basis. Manganese ore fines, hutch, dust and HIMS rejects generated during operations are recognised as production as and when they are sold and corresponding sales is treated as revenue from mining products.
2	Inventory Valuation: Refer Note no. 1.2.3 (Significant Accounting Policy) (a) Finished Goods:-Manganese ore of all grades including Manganese ore fines, hutch dust and HIMS rejects, Manganese ore at port, Electrolytic manganese di-oxide [EMD], Ferro manganese/silico manganese including stock in cake:- At cost at mines including depreciation on mine assets or net realizable value, whichever is less. (b) Stock in process:- The quantity of ferro manganese/silico manganese in process has not been assigned any value. (c) Stock of slag:- Slag is a molten mass of impurities generated during manufacture of ferro manganese, which is treated as scrap and, accordingly, valued at net realizable price.	Principal Audit Procedures: Our team has reviewed the same and has obtained a copy of valuation reports and price lists that have been taken into consideration while arriving at the final closing value of inventory. The system of inventory valuation and recording of stock level is found to be appropriate.
3	Deferred tax: As disclosed in Note 3.8 the Company has recognised deferred tax assets in respect of certain deductions on account of provision for Leave Encashment, provision for pension, provision for Post-Retirement Medical Benefit, provision for Doubtful Debts and provision for Bonus to the extent that it is probable that we get tax benefits in future. This requires management judgement in estimating future taxable income and is accordingly a key audit matter. Refer Note no. 3.8	Principal Audit Procedures: Reviewed the assumptions made by management for uncertain current and deferred tax positions to assess whether appropriate current and deferred tax provisions have been recognized and are based on the most probable outcome. We found the disclosures relating to the income tax and deferred tax balances to be appropriate.

Sr. No.	Key Audit Matter	Auditor''s Response
4	Information Systems and Controls: The company is using SAP system to process all accounting transactions. The said system has been implemented recent past. As Some manual intervention is still there. Thus, it is a Key Audit Matter.	Principal Audit Procedures: Our team has performed risk assessment procedure and considered the risk arising from the use of IT system at the company. While obtaining and understanding of the business process and performing walkthroughs the use of IT system and application has been considered. We have assessed the reliability of source data and completeness of population. Through sample testing we have tested the key reports generated from the IT system, and found that IT controls are adequate
5	Defined Benefit Obligation and other Long-Term Benefits: The Company has recognized long term employee benefit liabilities, consisting of Terminal Leave Obligation & Gratuity and defined benefit obligations receivable (net of plan asset against funded gratuity obligation) and post-employment benefits. The valuation of employee benefit obligations is dependent on market conditions and assumptions made. The key audit matter specifically relates to the following key assumptions: discount rate, inflation expectations and life expectancy assumptions. The setting of these assumptions is complex and requires the exercise of significant management judgement with the support of third-party actuary.	Principal Audit Procedures: In testing the valuation, we have examined the reports of external actuarial specialists to review the key actuarial assumptions used, both financial and demographic, and considered the methodology utilized to derive these assumptions. Furthermore, we have examined the sensitivity analysis adopted by the external party viz. actuarial on the key assumptions in valuing the defined benefit obligations. We would like to comment that on the methodology and assumption applied in relation to determination of liability is acceptable.
6	Provision for final Mine Closure Expenses: The company''s obligation for land reclamation and decommissioning of structures consists of spending at both surface and underground mines. The company estimates its obligation for Mine Closure, Site Restoration and Decommissioning based upon detailed calculation and technical assessment. Mine Closure expenditure is provided as per approved Mine Closure Plan. As the provision for mine closure involves estimate and Management judgement, the same is considered as a Key Audit Matter	Principal Audit Procedures: Our Audit procedure comprise of identification and understanding of the reasonableness of the principal assumption used by the management to judge the need for its basis of estimate as it has been explained to us that the provision made is in accordance with the technical evaluation and production of ore during the year.
7	Provision for Post-Retirement medical benefit: As disclosed in Note 2.25(d) The company, as per office memorandum from Government of India (Ministry of Heavy Industries and Public enterprises) is required to create post retirement corpus fund for medical benefit of employees. The valuation provision of the same requires assumptions which are based upon market conditions, discount rate, Life expectancy of employees and others, to be considered for setting aside fund for medical benefit. The setting of these assumptions is complex and requires the exercise of significant management judgement with the support of third party actuary.	Principal Audit Procedures: In testing the valuation, we have examined the reports of external actuarial specialists to review the key actuarial assumptions used, both financial and demographic, and considered the methodology utilized to derive these assumptions. Furthermore, we have examined the sensitivity analysis adopted by the external party viz. actuarial on the key assumptions in valuing the defined benefit obligations. We would like to comment that on the methodology and assumption applied in relation to determination of liability is acceptable.

Information other than the Standalone Financial statements and Auditor''s Report thereon

The Company''s management and Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance Report and Shareholder''s Information, Corporate Social Responsibility but does not include the financial statements and our "Audit report” thereon.

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

• In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so consider whether the other information is materially inconsistent with the financial statement or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to communicate the matter to those charged with governance and necessary actions, as applicable under relevant laws and regulations.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (''''the Act'''') with respect to the preparation and presentation of these Standalone Financial Statement that give a true and fair view of the financial position, financial performance including other comprehensive income, statement of changes in equity and cash flow of the company in accordance with the accounting principles generally accepted in India, including the Indian Accounting standard (Ind AS) specified under section 133 of the Act, read with Rule 7 issued thereunder. This responsibility also includes maintenance of adequate accounting

iv. Conclude on the appropriateness of management''s and Board of Director''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 auditors'' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

v. Evaluate the overall presentation, structure and content of the Standalone financial statements, including the disclosures, and whether the 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 Standalone 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.

Form 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 section143(3) of the Act, we report that;

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

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

records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud 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 Standalone financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

In preparing the Financial Statements, 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit Standalone Financial Statements

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

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

i. 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.

ii. 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 entity has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

d. In our opinion, the aforesaid standalone financial statement complies with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, subject to point No. 2 of Emphasis of Matter herein above.

e. As per notification no. GSR 463(E) dated 5th June 2015 issued by the Ministry of Corporate Affairs, Government of India, Section 164(2) of the Companies Act, 2013 shall not be applicable to the Company.

f. With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in Annexure "A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial controls over financial reporting.

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:

As per notification no. GSR 463(E) dated 5th June 2015 issued by the Ministry of Corporate Affairs, Government of India, Section 197 of the Companies Act, 2013 shall not be applicable to the Company.

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 company has disclosed the impact of pending litigations as at March 31, 2023 on its financial position in its standalone financial statements- Refer Note 3.15 to the standalone financial statements.

ii. There are no long term contracts including derivative contracts for which required provision for material foreseeable losses.

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

iv. a) The Management has represented that, to the

best of its knowledge and belief, as disclosed in the notes to the accounts no funds (which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any

other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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 in behalf of the Ultimate Beneficiaries

b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the notes to accounts, no funds (which are material either individually or in the aggregate) have been received by the Company from any persons or entities, including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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

c) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-case (i) and (ii) of rule 11(e) as provide under (a) & (b) above contain any material misstatement.

2. As required under section 143(5) of the Companies Act, 2013 we give in the Annexure "B” a statement on directions issued by the Comptroller & Auditor General of India after complying the suggested methodology of audit, action taken thereon and its impact on the accounts and standalone financial statement of the Company.

3. 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 "C” statement on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable.

FOR JODH JOSHI AND CO.

CHARTERED ACCOUNTANTS (FRN.104317W)

CA MAKARAND JOSHI

(PARTNER)

Date : 03.07.2023 (Mem. No:047196)

Place : NAGPUR (UDIN : 23047196BGWALP5218)

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Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of MOIL Limited (‘the Company’), which comprise the Balance Sheet as at 31st March, 2018, the statement of Profit and Loss (including other comprehensive income), the statement of Cash flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Standalone Financial Statements”).

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 and presentation of these standalone 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 Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015

and other accounting principles generally accepted in India.

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

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. 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 and the order issued under section 143(11) of the Act.

We conducted our audit of the standalone financial statements 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 standalone financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31st March, 2018, and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required under section 143(5) of the Companies Act, 2013 we give in the Annexure “A” a statement on directions issued by the Comptroller & Auditor General of India after complying the suggested methodology of audit, action taken thereon and its impact on the accounts and standalone financial statement of the company.

2) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure “B” a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

3) 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 (including other Comprehensive Income), the Statement of Cash Flows and the Statement of changes in equity 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 Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.

(e) As per notification no. GSR 463(E) dated 5th June 2015 issued by the Ministry of Corporate Affairs, Government of India, Section 164(2) of the Companies Act, 2013 is not applicable to the Company;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure C”; and

(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:-

1) The company has disclosed the impact of pending litigation on its financial position in its standalone financial statement – Refer Note 14.4.7 to the standalone financial statements.

2) There are no long term contracts including derivative contracts, which require provision for material foreseeable losses.

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

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT OF

MOIL LIMITED FOR THE FY 2017-2018

(As referred to in Paragraph 2 under Report on Legal and Regulatory Requirements of our report Companies (Auditors Report) Order, 2016 issued by the Central Government of India in terms of section 143(11) of the Act )

In terms of the information and explanations sought by us and given by the company and books & records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that :-

(i) In respect of the Company’s fixed assets :-

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

(b) As explained to us, the management has physically verified fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regards to the size of the Company and the nature of assets.

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

(ii) The Company has a regular program of physical verification of its inventories. Inventories were verified during the year and no material discrepancies were noticed on such verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investments, guarantees and security.

(v) According to the information and explanations given to us, the company has not accepted any deposits under the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) The Central Government has prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act and prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has generally been regular in depositing with the appropriate authorities the undisputed statutory dues including Provident Fund, Employee State Insurance, Income-Tax, Sales-Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues applicable to it during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Income-Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues were in arrears as at 31st March, 2018 for a period of more than 6 months from the date they became payable.

(b) The dues of Income Tax, Entry Tax and Value Added Tax and Duty of Excise which have not been deposited by the Company on account of various disputes relating to Assessment Dues are as under :-

Name of the Statute	Amount Demanded (In Rs. Lacs)	Amount Paid Under Protest (In Rs. Lacs)	Period to Which the Amount Relates	Forum where the dispute is Pending
INCOMETAX ACT,1961	384.82	384.82	2006-07	High Court
	451.79	451.79	2008-09
	60.01	60.01	2009-10
	584.96	584.96	2009-10
	45.01	45.01	2010-11
	116.99	116.99	2011-12	Commissioner of
	310.23	310.23	2012-13	IncomeTax (Appeals)
	45.61	45.61	2013-14
	82.62	82.62	2014-15
	169.53	169.53	2015-16
M.P.ENTRYTAXACT,1975	13.68	6.70	2008-09	M.P. Commercial
	6.28	6.28	2012-13	Tax Appellate Board,
				Bhopal
	2.86	0.72	2013-14	M.P. Commercial Tax
				Appeals, Jabalpur
M.S. VAT ACT, 2002	13.68	0.00	2009-10	Sales Tax Appellate
	0.40	0.00	2010-11	(MS)
	2.01	0.00	2011-12
M.P. VAT ACT, 2002	2.28	0.65	2010-11	MP Commercial Tax
	3.68	1.47	2011-12	AppellateBoard,
	9.15	6.66	2012-13	Bhopal
M.S. CST ACT,1956	3.24	1.08	2010-11	Sales Tax Appellate
	0.71	0.47	2011-12	(MS)
M.P. CST ACT,1956	6.10	1.53	2013-14	MP Commercial Tax
				Appeals, Jabalpur
M.P. ENTRY TAX ACT,1975	21.75	2.18	2014-15	MP Commercial Tax
	10.72	1.07	2015-16	Appeals, Jabalpur

(viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders. Accordingly, paragraph 3(viii) of the Order is not applicable.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us, company is exempt from the provision of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected to its directors and hence provisions of section 192 of the Companies Act,2013 are not applicable to the company .

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For M/s. J. S. Uberoi & Co.

Chartered Accountants

Firm’s Registration Number :-111107W

CA Amarjeet Singh Sandhu

Partner

Membership Number :- 108665

Place of Signature :- New Delhi

Date of Report :- 24th May’ 2018

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Mar 31, 2017

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of MOIL Limited (‘the Company’), which comprise the balance sheet as at 31st March, 2017, the statement of profit and loss (including other comprehensive income), the statement of Cash flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “standalone Ind AS Financial Statements”).

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 and presentation of these standalone 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 (Ind AS) prescribed under Section 133 of the Act, read with releveant rules issued thereunder. 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS 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 standalone Ind AS financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 including the Ind AS of the financial position of the Company as at 31st March, 2017 and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required under section 143(5) of the Companies Act, 2013 we give in the Annexure “A” a statement on directions issued by the Comptroller & Auditor General of India after complying the suggested methodology of audit, action taken thereon and its impact on the accounts and standalone Ind AS financial statement of the company.

2) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure “B” a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

3) 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, the Statement of Cash Flows and the Statement of changes in equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with the relevant rules issued thereunder;

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure C”; and

(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:-

1) The company has disclosed the impact of pending litigation on its financial position in its standalone Ind AS financial statement – Refer Note 1.1 (25) to the standalone Ind AS financial statements.

2) There are no long term contracts including derivative contracts, which require provision for material foreseeable losses.

3) There are no amounts which were required to be transferred, to the Investor Education and Protection Fund by the company.

4) The Company has provided requisite disclosures in its standalone Ind AS financial statements as to holdings as well as dealing in Specified Bank Notes during the period from 8th November, 2016 To 30th December, 2016 and these are in accordance with the books of accounts maintained by the Company – Refer Note 1.1 (30)(a) to the standalone Ind AS financial statements.

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT OF MOIL LIMITED FOR THE FY 2016-2017

( As referred to in Paragraph 2 of Report on Legal and Regulatory Requirements of our report Companies (Auditors Report) Order, 2016 issued by the Central Government of India in terms of subsection 11 of section 143 of the Act )

In terms of the information and explanations sought by us and given by the company and books & records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that :-

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

(b) As explained to us, the management has physically verified fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regards to the size of the Company and the nature of assets.

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

(ii) The Company has a regular programme of physical verification of its inventories. Inventories were verified during the year and no material discrepancies were noticed on such verification.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) According to the information and explanations given to us, the company has not accepted any deposits under the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) The Central Government has prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act and prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has generally been regular in depositing with the appropriate authorities the undisputed statutory dues including Provident Fund, Employee State Insurance, Income-Tax, Sales-Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues applicable to it during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Income-Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues were in arrears as at 31st March, 2017 for a period of more than 6 months from the date they became payable.

(b) The dues of Profession Tax, Income Tax, Entry Tax and Sales Tax which have not been deposited by the Company on account of various disputes relating to Assessment Dues are as under :-

Name of Statute	Amount Demanded (In Rs. Lacs)	Amount Paid Under Protest (In Rs. Lacs)	Period to Which Amount Relates	Forum where the Dispute is pending
PROFESSION TAX ACT, 1975	2.27 7.70	1.13 1.93	2006-07 2007-08	Sales Tax Appellate (MS)
INCOME TAX ACT, 1961	253.00 127.26 451.79 60.01 45.01	253.00 127.26 451.79 60.01 45.01	2006-07 2007-08 2008-09 2009-10 2010-11	Income Tax Appellate Tribunal
	205.10 116.99 310.23 45.61 82.62	205.10 116.99 310.23 45.61 82.62	2009-10 2011-12 2012-13 2013-14 2014-15	Commissioner of Income Tax (Appeals)
M.P.ENTRY TAX ACT, 1975	13.68 6.28	6.70 6.28	2008-09 2012-13	M.P.Commercial Tax Appellate Board, Bhopal
	2.86	0.72		M.P. Commercial Tax Appellate Jabalpur
M.S.VAT ACT,2002	13.68 0.40 2.01	0.00 0.00 0.00	2009-10 2010-11 2011-12	Sales Tax Appellate (MS)
M.P. VAT ACT, 2002	2.28 3.68 9.15	0.65 1.47 6.66	2010-11 2011-12 2012-13	MP Commercial Tax Appellate Board, Bhopal
M.S. CST Act, 1956	3.24 0.71	1.08 0.47	2010-11 2011-12	Sales Tax Appellate (MS)
M.P.CST ACT,1956	6.10	1.53	2013-14	Commercial Tax Officer, Chhindwada
M.P.ENTRY TAX ACT, 1975	21.75	2.18	2014-15	Commercial Tax Officer, Chhindwada
CENTRAL EXCISE ACT, 1944	14435.84	0.00	2011-15	Commissioner of Central Excise, Jabalpur

(viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us, company is exempt from the provision of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For M/s. J. S. Uberoi & Co.

Chartered Accountants

Firm’s Registration Number :-111107W

CA Amarjeet Singh Sandhu

Partner

Membership Number :- 108665

Date of Report :- 30th May’2017

Place of Signature :- New Delhi

---

Mar 31, 2016

The Members,

MOIL LIMITED,

Nagpur

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of MOIL Limited (''the Company''), which comprise the balance sheet as at 31^st March 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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

Auditor''s Responsibility

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

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required under section 143(5) of the Companies Act'' 2013 we give in the Annexure "A" a statement on directions issued by the Comptroller & Auditor General of India after complying the suggested methodology of audit, action taken thereon and its impact on the accounts and financial statement of the company.

2) As required by the Companies (Auditor''s Report) Order'' 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure "B" a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

3) 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 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 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016, from being appointed as a director in terms of Section 164(2) of the Act;

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

(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:-

1) The company has disclosed the impact of pending litigation on its financial position in its financial statement - Refer Note

1.2to the financial statements.

2) There are no long term contracts including derivative contracts, which require provision for material foreseeable losses.

3) There are no amounts which were required to be transferred, to the investor''s education and protection fund by the company.

( As referred to in Paragraph 1 of Report on Legal and Regulatory Requirements of our report on the statement of Directions under section 143(5)oftheCompaniesAct''2013issuedbytheComptroller &Auditor GeneralofIndiafortheYear2015-2016 )

Sr. No.	Directions	Reply
1.	Whether the company has clear title / lease deeds for Freehold and Leasehold respectively? If not please state the area of freehold and leasehold land for which the title / lease deeds are not available?	Yes, the Company has clear title / lease deeds for Freehold and Leasehold Land.
2.	Whether there are any cases of waiver/ write off of debts / loans / interest, etc? If yes, the reason there for and amount involved.	As informed and also during our audit we have not observed any case of waiver of debts / loans / interest etc. However, credit notes as per business terms have been issued to customers.
3.	i) Whether proper records are maintained for inventories lying with third parties and assets received as gift / grant(s) from the government or other authorities?	(a) Yes (b) No assets received as gifts/grants from Government/other authorities.

(As referred to in Paragraph 2 of Report on Legal and Regulatory Requirements of our report Companies (Auditors Report) Order''2016 the order issued by the Central Government of India in terms of subsection 11 of section 143 of the Act for the 2015-2016 )

In terms of the information and explanations sought by us and given by the company and books & records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that :-

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

(b) As explained to us, the management has physically verified fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regards to the size of the Company and the nature of assets.

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

(ii) The Company has a regular programme of physical verification of its inventories. Inventories were verified during the year and no material discrepancies were noticed on such verification.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act,2013(''the Act'').

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186oftheAct,withrespecttothe loans and investments made.

(v) According to the information and explanations given to us, the company has not accepted any deposits under the provisions of sections73 to76oranyother relevant provisions of the Companies Act and the rules framed there under.

(vi) The Central Government has prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act and prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has generally been regular in depositing with the appropriate authorities the undisputed statutory dues including Profession Tax, Provident Fund, income-Tax, Sales-Tax, Excise Duty, Cess and other statutory dues applicable to it during the year.

(b) The dues of Profession Tax, Income Tax, Entry Tax and Sales Tax which have not been deposited by the Company on account of various disputes relating to Assessment Dues are as under :-

Name of Statue	Amount Demanded (In Rs. Lacs)	Amount Paid Under Protest (In Rs. Lacs)	Period to Which Amount Relates	Forum where the Dispute is Pending
Profession Tax Act, 1975	2.27	1.13	2006-07	Sales Tax Appellate (MS)
Income Tax Act, 1961	7.70	1.93	2007-08	Income Tax Appellate Tribunal
	253.00	253.00	2006-07
	127.26	127.26	2007-08
	451.79	451.79	2008-09
	60.01	60.01	2009-10
	45.01	45.01	2010-11
	205.10	205.10	2009-10	Commissioner of Income Tax (Appeals)
	116.99	116.99	2011-12
	310.23	310.23	2012-13
	45.61	0.00 *	2013-14

M.P. Entry Tax Act,1975	13.68 6.28	6.7 6.28	2008-09 2012-13	M.P. Commercial Tax Appellate Board, Bhopal
	2.86	0.72	2013-14	M.P. Commercial Tax Appeals, Jabalpur
M.S. VATAct,2002	13.68	0.00	2009-10	Sales Tax Appellate (MS)
	4.22	0.00	2010-11
M.P. VAT Act,2002	2.28	0.65	2010-11	MP Commercial Tax Appellate Board,
	3.68	1.47	2011-12	Bhopal
	9.15	6.66	2012-13
M.S.CST Act,1956	11.32	0.00	2010-11	Sales Tax Appellate(MS)
M.P.CSTAct,1956	6.10	1.53	2013-14	M.P. Commercial Tax Appeals,
				Jabalpur

*Amount Paid on 28.04.2016.

(viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii)of the Order is not applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us, company is exempt from the provision of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registeredundersection45-IAof the Reserve Bank of India Act 1934.

(As referred to in Paragraph 3(f) of Report on Legal and Regulatory Requirements of our report and in terms of section 143 (3)(i) of the Act forthe2015-2016)

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 MOIL Limited ("the Company") as of 31^st March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March 2016, 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 M/s. J. S. Uberoi & Co.

Chartered Accountants

Firm''s Registration Number :-111107W

CA Amarjeet Singh Sandhu

Partner

Membership Number :-108665

Date of Report :- 24^th May''2016

Place of Signature:- New Delhi

---

Mar 31, 2015

We have audited the accompanying financial statements of MOIL LIMITED, which comprises the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 financial control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

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 Balance Sheet, of the State of Affairs of the Company as at 31st March 2015

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 under section 143(5) of the Companies Act' 2013 we give in the Annexure "A" a statement on directions issued by the Comptroller & Auditor General of India after complying the suggested methodology of audit, action taken thereon and its impact on the accounts and financial statements of the company.

2) As required by the Companies (Auditors Report) Order'2015 (the order) issued by the Central Government in terms of sub- section (11) of section 143 of the Act, we give in the Annexure "B" a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

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

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

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

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

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

e) On the basis of written representations received from the directors as on w31st March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2015, from being appointed as a director in terms of sub section (2) of section 164 of the Companies Act, 2013.

f) With respect to the other matters included in the auditor's report and to best of our information and according to the explanation given to us.

1) The company has disclosed the impact of pending litigation on its financial position in its financial statement - Refer Note 1.2 to the financial statements.

2) There are no long term contracts including derivative contracts, which require provision for material foreseeable losses.

3) There are no amounts which were required to be transferred, to the investor's education and protection fund by the company.

MOIL LIMITED

( As referred to in Paragraph 1 of Report on Legal and Regulatory Requirements of our report on the statement of Directions under section 143(5) of the Companies Act' 2013 issued by the Comptroller & Auditor General of India for the Year 2014-15 )

1. If the company has been selected to disinvestment, a complete status report in terms of valuation of assets (including Committed & General Reserves) may be examined including the mode and present stage of disinvestment process.

During the current financial year there is no disinvestment of shares by the Central/State Government(s).

2. Please report whether there are any cases of waiver/write off of debts/loans/interest. If yes, the reasons there for and the amount involved.

As informed and also during our audit we have not observed any case of waiver of debts / loans / interest etc. However, credit notes as per business terms have been issued to customers.

3. i) Whether proper records are maintained for inventories lying with third partied & assets received as gift from Govt. or other authorities.

No inventory is lying with third parties as on 31st March 2015 and no assets is received as gift from government during 2014-15.

4. A report on age-wise analysis of pending legal/arbitration cases including the reasons of pendency and existence/ effectiveness of a monitoring mechanism for expenditure on all legal cases (foreign and local) may be given.

Number of pending/arbitration cases indicating the age- wise analysis and reasons for their pendencies are as under:-

a) For Wages and Other Benefits to Employees

Age - Wise Analysis No. of Amount cases (in lakhs) Pending

15 Years and Above 10 40.00

10-15 Years 04 05.00

5-10 Years 24 54.00

0-5 Years 23 106.00

Total Amount (In Lakhs) 205.00

b) For Contractor Claims :-

Age - Wise Analysis No. of Amount cases (in lakhs) Pending

15 Years and Above 01 678.25

5-10 Years 01 86.08

Total Amount (In Lakhs) 764.33

c) For Statutory Dues

Age - Wise Analysis No. of Amount cases (in lakhs) Pending

5-10 Years 18 # 1644.76

Total Amount (In Lakhs) 1644.76

In our opinion, due legal process is followed, monitoring mechanism for expenditure is in place.

# Includes a claim of Rs. 6.91 Lacs pertaining to 1986-87 but is received in 2011-12 and, hence, included in 0-5 years category.

MOIL LIMITED

( As referred to in Paragraph 2 of Report on Legal and Regulatory Requirements of our report Companies (Auditors Report) OrderRs. 2015 (the order) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act for the Year 2014-15).

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 is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets (b) As explained to us, the management has physically verified fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of assets.

(ii) (a) In our opinion, verification of inventory at the year end is reasonable having regard to the size of the company and the nature of its business.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of accounts.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

(iv) 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 the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) According to the information and explanations given to us, the company has not accepted any deposits under the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) The Central Government has prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 and prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Profession Tax, Provident Fund Income-tax, Sales-tax, Excise Duty, Cess and other statutory dues applicable to it during the year.

(b) The dues of Profession Tax, Income Tax and Sales Tax which have not been deposited by the Company on account of various disputes relating to Assessment Dues are as follows :-

Name Amount Amount Paid of Statute Demanded Under Protest (In Rs. Lacs) (In Rs. Lacs)

2.27 1.13

Profession Tax Act, 1975 770 193

253.00 253.00

127.26 127.26

451.79 451.79

60.01 60.01

Income Tax Act, 1961 45 01 45 01

205.10 -

116.99 116.99

310.23 310.23

M. P. Entry Tax Act, 1975 13.68 6.70

M. S. VAT Act, 2002 " 2.28 0.65

M. P. VAT Act, 2002 3.68 1.47

9.15 6.08

M. S. CST Act, 1956 11.32 -

M. P. CST Act, 1956 15.08 -





Name of the Statue Period to Which Forum where the Dispute Amount Relates is Pending

Profession Tax Act, 1975 2007-08 Sales Tax Appellate (MS) 2006- 07

2007- 08

2008- 09 Income Tax Appellate Tribunal

2009- 10

Income Tax Act, 1961 2010- 11 2011-12 Commissioner of Income Tax

2012-13 (Appeals)

M. P. Entry Tax Act, 1975 2008- 09 MP Commercial Tax Appellate Board, Bhopal

M. S. VAT Act, 2002 " 2009- 10 201011 Sales Tax Appellate (MS)

2010- 11

M. P. VAT Act, 2002 MPVAT Appellate (JBP)

2011-12

2012-13

M. S. CST Act, 1956 2010-11 Sales Tax Appellate (MS)

M. S. CST Act, 1956 2012-13 MPCT Appellate (JBP)

(c) According to the information and explanations given to us, there were no amounts which are required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(viii) The Company does not have accumulated losses at the year end and has not incurred cash losses during the financial year ended on that day or in the immediately preceding financial year.

(ix) The company has neither taken any loan from a financial institution or bank nor issued any debentures.

(x) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) According to the information and explanations given to us, the company has not taken any loans during the year.

(xii) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For M/s. J. S. Uberoi & Co. Chartered Accountants Firm Registration Number :- 111107W

CA Amarjeet Singh Sandhu Partner Membership Number :- 108665

Date of Report :- 25th June' 2015 Place of Signature :- Nagpur

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 suffi cient 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; and

(b) In the case of the Statement of Profit & Loss, of the profit for the year ended on that date.

(c) In the case of Cash flow statement, of the cash flow 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 specifi ed 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 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 the Cash flow statement comply with the Accounting Standards referred to in sub section (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 disqualifi ed 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.

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

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

Annexure referred to in Paragraph 1 of our report of even date to the members of MOIL Limited on the Accounts 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:

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

b) As explained to us, the Management has physically verifi ed fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

c) In our opinion, the disposal of fixed assets made during the year does not affect going concern status of the Company. ii) a) The inventory of the Company has been physically verifi ed by the management during the year at reasonable intervals.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verifi cation between physical stock and book records were not material and have been adequately dealt with in the books of account.

iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

v) Based on the audit procedures applied by us and according to the information and explanations given by the management, we are of the opinion that no transactions have been entered that needs to be entered into the register maintained under section 301 of the Companies Act, 1956.

vi) According to the information and explanation given to us, the Company has not accepted any deposit from public and hence, the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable to the Company.

vii) The Company is having Internal Audit system. However, in our opinion the same needs to be strengthened to make it commensurate with its size and nature of its business.

viii) The Central Government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) According to the information and explanations given to us, and on the basis of our examination of the books of account, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Income-tax, Sales-Tax, Excise Duty, Cess and other statutory dues applicable to it during the year.

The dues of Professional Tax and Sales Tax which have not been deposited by the Company on account of various disputes are as follows:

Amount Amount Paid Name of Nature of Demanded Under Protest Statute Dues (Rs. Lacs) (Rs. Lacs)

Profession Tax, Assessment Dues 2.27 1.13 1975

Profession Tax, Assessment 7.7 1.93 1975 Dues

M P Entry Tax Assessment 13.68 6.7 Act 1975 Dues

M P VAT Act, Assessment 2.28 0.23 2002 Dues

Name of Statute Period to Forum where Which Amount the dispute is Relates pending

Profession Tax, 1975 06-07 Sales tax Appeals(MS)

Profession Tax, 1975 07-08 Sales tax Appeals(MS)

MP Commercial M P Entry Tax Act 1975 08-09 Tax Appellate Board

Appellate M P VAT Act, 2002 10-11 Authority

x) The Company does not have accumulated losses at the year end and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

xi) The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

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

xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly clause 4(xiii) of the order is not applicable.

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) According to the information and explanation given to us, the Company has not taken any term loans during the year.

xvii) According to the information and explanations given to us, the Company has not raised any funds on short-terms basis.

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

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

xx) The Company has not raised any money by public issues during the fi nancial year.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For V. K. Surana & Co.

Chartered Accountants

CA Sudhir Surana

Partner

Membership No. 43414

New Delhi, May 23, 2014 Firm Reg. No.: 110634W

---

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 I ndia. 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, 2013; and

(b) in the case of the Statement of Profit & Loss, of the profit for the year ended on that date.

(c) In the case of Cash flow statement, of the cash flow 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 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 the Cash flow statement comply with the Accounting Standards referred to in sub section (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 disqualified 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 notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company

Annexure referred to in Paragraph 1 of our report of even date to the members of MOIL Limited on the Accounts for the year ended 31st March 2013.

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:

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

b) As explained to us, the Management has physically verified fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

c) In our opinion, the disposal of fixed assets made during the year does not affect going concern status of the Company.

ii) a) The inventory of the Company has been physically verified by the management during the year at reasonable intervals.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

v) Based on the audit procedures applied by us and according to the information and explanations given by the management, we are of the opinion that no transactions have been entered that needs to be entered into the register maintained under section 301 of the Companies Act, 1956.

vi) According to the information and explanation given to us, the Company has not accepted any deposit from public and hence, the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable to the Company.

vii) The Company is having Internal Audit system.

However, in our opinion, Company''s Internal Audit system needs to be strengthened to make it commensurate with its size and nature of its business.

viii) The Central Government has prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 and prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) According to the information and explanations given to us, and on the basis of our examination of the books of account, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Income-tax, Sales-Tax, Excise Duty, Cess and other statutory dues applicable to it during the year.

The dues of Professional Tax and Sales Tax which have not been deposited by the Company on account of various disputes are as follows:

Name of Statute Nature of Dues Amount Amount Paid Demanded Under Protest (Rs. Lacs) (Rs. Lacs)

Profession Tax, Assessment 2.27 1.13 1975 Dues

Profession Tax, Assessment 7.70 1.93 1975 Dues

M P Entry Tax Act, Assessment 13.68 6.70 1975 Dues

M P VAT Act, 2002 Assessment 2.28 0.23 Dues

CST Act, 1956 Assessment 0.91 0.09 Dues

Name of Statute Period to Which Forum where the Amount Relates dispute is pending

Profession Tax 1975 06-07 Sales tax Appeals(MS)

Profession Tax 1975 07-08 Sales tax Appeals(MS)

MP Entry Tax Act 1975 08-09 MP Commercial Tax Appellate Board

M P VAT Act 2002 10-11 Appellate Authority

CST Act 1956 10-11 Appellate Authority

x) The Company does not have accumulated losses at the year end and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

xi) The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

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

xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4(xiii) of the order is not applicable.

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) According to the information and explanation given to us, the Company has not taken any term loans during the year.

xvii) According to the information and explanations given to us, the Company has not raised any funds on short-terms basis.

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

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

xx) The Company has not raised any money by public issues during the financial year.

xxi) According to the information and explanations given to us, there was a fraud on the Company by way of embezzlement of fund reported during the year. The same is under investigation and the amount involved on account of same has been ascertained by the Company at Rs.31.03 Lacs. Other than this, there was no fraud on or by the Company has been noticed or reported during the year.

For V. K. Surana & Co.

Chartered Accountants

Firm Reg. No.: 110634W

CA. Sudhir Surana

Partner

Membership No. 43414

Date : May 25, 2013

Place : Nagpur,

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of MOIL LIMITED, NAGPUR as at March 31, 2012 and also the Profit and Loss Account and the Cash Flow Statement 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.

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

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

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

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

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

e) The Company has informed that, in terms of Notification No. GSR 829 (E) dated 21/10/2003 issued by the Department of Company Affairs, the provisions of Section 274(1)(g) of Companies Act, 1956 are not applicable to Government Companies.

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts together with Notes thereto and Statement on Significant Accounting Policies give in the prescribed manner the information required by the Act and also give, a true and fair view in conformity with the accounting principles generally accepted in India.

(i) in the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2012; and

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

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

ANNEXURE-A TO THE AUDITOR'S REPORT

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

b) The Management has physically verified fixed assets at the year end and no material discrepancies were noticed on such verification. In our opinion, verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

c) In our opinion, the disposal of fixed assets made during the year does not affect going concern status of the Company.

ii) a) The inventory of the Company has been physically verified by the management during the year at reasonable intervals.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

iii) a) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956

iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

v) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that no transactions have been entered that needs to be entered into the register maintained under section 301.

vi) According to the information and explanation given to us the Company has not accepted any deposit from public and hence, the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable to the Company.

vii) The Company is having Internal Audit system. However, in our opinion Company's Internal Audit system needs to be strengthened to make it commensurate with its size and nature of its business.

viii) The Central Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 except for its Windmill operation for which prima facie the prescribed cost records have been maintained, which are broadly reviewed by us. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) According to the information and explanations given to us, and on the basis of our examination of the books of account, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Income-tax, Sales-Tax, Excise duty, Cess and other statutory dues applicable to it during the year.

Further, since Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

There are no dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty and cess on account of any dispute.

x) The Company does not have accumulated losses at the year end and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

xi) The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

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

xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly clause 4(xiii) of the order is not applicable.

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) According to the information and explanation given to us, the Company has not taken any term loans during the year.

xvii) According to the information and explanations given to us, the Company has not raised any funds on short-terms basis.

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

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

xx) The Company has not raised any money by public issues during the financial year.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For V.K. Surana & Co.

Chartered Accountants

FRN:110634W

Sd/-

CA. Sudhir Surana

Partner

Date : 25th May, 2012 M.No. 43414

Place: Nagpur

---

Mar 31, 2011

We have audited the attached Balance Sheet of MOIL LIMITED, NAGPUR, as at 31st March 2011 and also the Profit & Loss Account and the Cash Flow Statement 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

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

1. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government in terms of section 227 (4A) of the Companies Act 1956, we enclose in Annexure –A, a statement on the matters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to in Para 1 above;

We have to draw attention to note No. 2 of Notes to Accounts (Schedule 19). Due to change in accounting policy in respect of valuation of stock of slag and recording of sale of slag from other income to sales, net profit before tax and net profit after tax for the year is reduced by Rs. 1030.33 lakhs and Rs. 688.08 lakhs respectively. Net valuation of closing inventory is also reduced by Rs. 1030.33 Lakhs. Sales are increased by Rs. 1622.44 lakhs with corresponding decrease in other income.

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, Profit & Loss Account & Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

d) In our opinion, the Balance Sheet, Profit and Loss Account & 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.

e) The Company has informed that, in terms of Notification No. GSR 829 (E) dated 21/10/2003 issued by the Department of Company Affairs, the provisions of Section 274(1)(g) of Companies Act, 1956 are not applicable to Government Companies.

f) The company has neither paid nor provided for the cess payable under Section 441(A) of Companies Act, 1956, pending notification from Government specifying the manner of payment.

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 notes thereon and Statement of Accounting Policies, give the information required by the Companies Act, 1956, in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

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

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

ANNEXURE-A TO THE AUDITOR'S REPORT

REFERRED TO IN PARA 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF MOIL LIMITED FOR THE YEAR 2010-11

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

The Management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification. In our opinion verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

Disposal of fixed assets made during the year does not affect going concern status of the company.

2. As explained to us, the stocks of Manganese Ore, Ferro Manganese, E.M.D., Stores and Spares were physically verified by the Management at reasonable intervals, during the year.

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

In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

3. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintained under 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 the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in internal control system in respect of these areas.

5. According to the information and explanations given to us there are no transactions that need to be entered in the register required to be maintained under section 301 of the Companies Act, 1956.

6. The company has not accepted any deposits from the Public and consequently the directives issued by the Reserve Bank of India, the provisions of Section 58-A and 58-AA of the Companies Act, 1956 and the rules framed thereunder are not applicable.

7. The Company is having Internal Audit system. However, in our opinion Company's Internal Audit system needs to be strengthened to make it commensurate with its size and nature of its business.

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

9. According to the information and explanations given to us, and on the basis of our examination of the books of account, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Income-tax, Sales-Tax, Excise duty, Cess and other statutory dues applicable to it during the year.

Further, since Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

There are no dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty and cess on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

11. The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

12. The Company has not granted any 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 or a society. Accordingly clause 4(xiii) of the order is not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 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 or financial institutions.

16. According to the information and explanations given to us, the Company has not taken 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-terms basis. All assets have been funded by shareholder's funds.

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

19. The company has not issued any debentures during the year.

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

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Shah Baheti Chandak & Co.

Chartered Accountants

FRN No. 109513 W

(CA P.M. Shrawak)

Place : New Delhi Partner

Date : 20th May, 2011 M. No. 109237

---

Mar 31, 2010

We have audited the attached Balance Sheet of MANGANESE ORE (INDIA) LIMITED, NAGPUR. as at 31st March 2010 and also the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit

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

1 As required by the Companies (Auditors Report) Order. 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government in terms of section 227 (4A) of the Companies Act 1956. we enclose in Annexure -A. a statement on the matters specified in paragraph 4 & 5 of the said order.

2 Further to our comments in the Annexure referred to in Para 1 above: We report that:

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

b) In our opinion, proper books of 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, Profit & Loss Account & Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

d) In our opinion, the Balance Sheet. Profit and Loss Account & 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.

e) The Company has informed that, in terms of Notification No. GSR 829 (E) dated 21/10/2003 issued by the Department of Company Affairs, the provisions of Section 274( 1 )(g) of Companies Act. 1956 are not applicable to Government Companies.

f) The company has neither paid nor provided for the cess payable under Section 441(A) of Companies Act, 1956, pending notification from Government specifying the manner of payment.

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 notes thereon and Statement of Accounting Policies, give the information required by the Companies Act, 1956. in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

ii) In the case of Profit and Loss Account, of the Profit of the Company for the year ended on that date: and

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

ANNEXURE TO THE AUDITORS REPORT

REFERRED TO IN PARA 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF MANGANESE ORE (INDIA) LIMITED FOR THE YEAR 2009-10.

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

The Management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification. In our opinion verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

Disposal of fixed assets made during the year does not affect going concern status of the company.

2. As explained to us, the stocks of Manganese Ore, Ferro Manganese. E.M.D., Stores and Spares were physically verified by the Management at reasonable intervals, during the year.

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

In our opinion and according to the information and explanations given to us. the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

3. According to the information and explanations given to us. the Company has neither granted nor taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintained under 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 the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in internal control system in respect of these areas.

5. According to the information and explanations given to us there are no transactions that need to be entered in the register required to be maintained under section 301 of the Companies Act. 1956

6. The company has not accepted any deposits from the Public and consequently the directives issued by the Reserve Bank of India, the provisions of Section 58-A and 58- AA of the Companies Act, 1956 and the rules framed thereunder are not applicable.

7. The Company is having Internal Audit system. However, in our opinion Companys Internal Audit system needs to be strengthened to make it commensurate with its size and nature of its business.

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

9. According to the information and explanations given to us. and on the basis of our examination of the books of account, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund. Income-tax. Sales-Tax. Excise duty. Cess and other statutory dues applicable to it during the year.

Further, since Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act. 1956. we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

There are no dues outstanding of Income Tax. Sales Tax, Wealth Tax. Service Tax, Customs Duty, Excise duty and cess on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

11. The Company has neither taken any loans from a financial institution and a bank nor issued an debentures.

12. The Company has not granted any 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 or a society. Accordingly clause 4(xiii) of the order is not applicable.

14. According to the information and explanations given to us. the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 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 or financial institutions.

16. According to the information and explanations given to us, the Company has not taken 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-terms basis. All assets have been funded by shareholders funds.

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

19. The company has not issued any debentures during the year.

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

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For SHAH BAHET CHANDAK & Co..

CHARTERED ACCOUNTANTS

FRN No. 109513 W

(CA P.M. SHRAWAK)

PARTNER

M.No. 109237

Place : New Delhi

Date : 21/05/2010

---

Mar 31, 2009

We have audited the attached Balance Sheet of MANAMESE)INDIA) LIMITED, NAGPUR, as at 31st March 2009 amd also the Profit & Loss Account and the Cash Flow Statement of the Company for the year ende on that date annexed thereto. These financial statements an the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditors Report) Order,2003, issued by the Central Government of india in terms of Sub section (4A) of section 227 of the Companies Act 1956, we enclose in an Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

2. Further to our comments in the Annezure referred to in Para 1 above;

We report that:

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

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

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

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

e) The Company has informed that. In terms of Notification No. GSR 829 (E) dated 21/10/2003 issued by the Department of Company Afairs, the provisions of Section 274(1) (g) of Companies Act, 1956 are not applicable to Government Companies.

f) The Company has neither paid non provided for the cess payable under Section 441(A) of Companies Act 1956, pending notification from Government specitying the manner of payment.

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 notes therson and Statement of Accounting Policies, gice the information required by the Companies Act, 1956. In the manner so required, and give a true and fair view in confornity with the accounting ppriciple generally accepted India.

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

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

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

For SHAH BAHETI CHANDAK & Co.

CHARTERED ACCOUNTANTS

(CA Maraj Agrewall)

NewDelhi PARTNER

Date: 27/5/2009 (M.No. 104546)

---

Mar 31, 2008

We have audited the attached Balance Sheet of MANGANESE ORE (INDIA) LIMITED, NAGPUR, as at 31 st March 2008 and also the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

2. Further to our comments in the Annexure referred to in Para 1 above; We report that:

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

b) In our opinion, proper books of 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, Profit & Loss Account & Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

d) In our opinion, the Balance Sheet, Profit and Loss Account & 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.

e) The Company has informed that, in terms of Notification No. GSR 829 (E) dated 21/10/2003 issued by the Department of Company Affairs, the provisions of Section 274(1 )(g) of Companies Act, 1956 are not applicable to Government Companies.

f) The company has neither paid nor provided for the cess payable under Section 441 (A) of Companies Act 1956, pending notification from Government specifying the manner of payment.

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 notes thereon and Statement of Accounting Policies, 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 principle generally accepted in India.

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

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

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

REFERRED TO IN PARA 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF MANGANESE ORE (INDIA) LIMITED FOR THE YEAR 2007 08.

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

The Management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification. In our opinion verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

Although some of the fixed assets have been disposed off during the year, in our opinion and according to the information and explanations given to us, the ability of the company to continue as a going concern is not affected.

2. As explained to us, the stocks of Manganese Ore, Ferro Manganese, E.M.D., Stores and Spares were physically verified by the Management at reasonable intervals, during the year.

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

In Our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

3. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintained under 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 the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in internal control system in respect of these areas.

5. According to the information and explanations given to us there are no transactions that need to be entered in the register required to be maintained under section 301 of the companies Act, 1956

6. The company has not accepted any deposits from the Public and consequently the directives issued by the Reserve Bank of India, the provisions of Section 58- A and 58-AA of the Companies Act, 1956 and the rules framed there under are not applicable.

7. In Our opinion Companys Internal Audit system is commensurate with its size and nature of its business.

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

9. According to the information and explanations given to us, and on the basis of our examination of the books of account, the company has generally been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Income-tax, Sales-Tax, Excise duty, Cess and other statutory dues applicable to it during the year.

Further, since Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

According to the records of the company, there is a disputed demand of Rs. 175.32 lakhs against perquisite of employees. Income Tax Department has raised a demand of Rs175.32 lakhs towards tax on perquisites of employees including interest thereon for the financial year 2001-02 to 2005 06.Company has paid Rs. 61.12 lakhs towards tax on perquisite of employees, under protest. The matter is pending before Appellate Tribunal, Nagpur .Except the above there are no dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty and cess on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

11. The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

12. The Company has not granted any 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 or a society. Accordingly clause 4(xiii) of the order is not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 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 or financial institutions.

16. According to the information and explanations given to us, the Company has not taken 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 terms basis. All assets have been funded by shareholders funds.

18. The Company has not made any preferential allotment of shares during the year to parties and Companies covered in the register maintained undersection 301 of the Companies Act 1956.

19. The company has not issued any debentures during the year.

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

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.



For SHAH BAHETI CHANDAK & Co. CHARTERED ACCOUNTANTS

Place: New Delhi Dale : 11/6/2008 (M. No. 030828)

---

Mar 31, 2007

We have audited the attached Balance Sheet of MANGANESE ORE (INDIA) LIMITED, NAGPUR, as at 31 st March 2007 and also the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit

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

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act 1956, we enclose in an Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

2. Further to our comments in the Annexure referred to in Para 1 above; We report that:

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

b) In our opinion, proper books of 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, Profit & Loss Account & Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

d) In our opinion, the Balance Sheet, Profit and Loss Account & 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.

e) The Company has informed that, in terms of Notification No. GSR 829(E) dated 21/10/2003 issued by the Department of Company Affairs, the provisions of Section 274(1 )(g) of Companies Act, 1956 are not applicable to Government Companies.

f) The company has neither paid nor provided for the cess payable under Section 441 (A) of Companies Act 1956, pending notification from Government specifying the manner of payment.

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 notes thereon and Statement of Accounting Policies, give the information required by the Companies Act, 1956,in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

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

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARA 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF MANGANESE ORE (INDIA) LIMITED FOR THE YEAR 2006-07

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

The Management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification. In our opinion verification of fixed assets at the year end is reasonable having regard to the size of the Company and the nature of Assets.

Although some of the fixed assets have been disposed off during the year, in our opinion and according to the information and explanations given to us, the ability of the company to continue as a going concern is not affected.

2. As explained to us, the stocks of Manganese Ore, Ferro Manganese, E.M.D., Stores and Spares were physically verified by the Management at reasonable intervals, during the year.

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

In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

3. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintained under 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 the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in internal control system in respect of these areas.

5. According to the information and explanations given to us, there are no transactions that need to be entered in the register required to be maintained under section 301 of the companies Act, 1956

6. The company has not accepted any deposits from the Public and consequently the directives issued by the Reserve Bank of India, the provisions of Section 58-A and 58-AA of the Companies Act, 1956 and the rules framed thereunder are not applicable.

7. In our opinion Companys Internal Audit system is commensurate with its size and nature of its business.

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

9. 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 regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Income-tax, Sales-Tax, Excise duty, Cess and other statutory dues applicable to it during the year.

Further, since Central Government has till date not prescribed the amount of Cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

According to the records of the company, there are no dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty and Cess on account of any dispute except in case of Cess on mineral bearing land amounting to Rs. 1111.11 lakhs as per provisions of Madhya Pradesh Gramin Avsanrachana Tatha Sadak Vikas Adhiniyam, 2005 in view of stay granted by the Honble Jabalpur High Court.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks. The terms and conditions of short term loans taken by the Company and repaid during the year are not prejudicial to the interests of the company.

12. The Company has not granted any 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 or a society. Accordingly clause 4(xiii) of the order is not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 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 or financial institutions.

16. According to the information and explanations given to us, the Company has not taken any term loans during the year.

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

18. The Company has not made any preferential allotment of shares during the year to parties and Companies covered in the register maintained under section 301 of the Companies Act 1956.

19. The company has not issued any debentures during the year.

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

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For RODI DABIR & CO. CHARTERED ACCOUNTANTS

[CA AASHISH BADGE] PARTNER Membership No. 121073 Place : Mumbai Date : 29/05/2007