Auditor Report of Visa Steel Ltd.

Mar 31, 2025

1. We have audited the standalone financial statements
of VISA Steel Limited (“the Company”) which comprise
the standalone balance sheet as at March 31, 2025, the
standalone statement of profit and loss (including other
comprehensive income), the standalone statement of
changes in equity and the standalone statement of cash
flows for the year then ended, and notes to the standalone
financial statements, including material accounting policies
other explanatory information (hereinafter referred to as
“the financial statements”).

In our opinion and to the best of our information and
according to the explanations given to us, except for the
effect of matter referred to in Basis of Qualified Opinion
paragraph 2 below, the aforesaid standalone financial
statements give the information required by the Companies
Act, 2013 (“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 March 31, 2025, and loss and other
comprehensive income, changes in equity and its cash flows
for the year then ended.

Basis for Qualified Opinion

2. We draw attention to Note 17B of the accompanying
Standalone Financial Statements with regard to non¬
recognition of interest expense on the borrowings of the
Company. The accumulated interest not provided as on
March 31, 2025 is H 13,246.23 million (including H1,459.69
million for FY 2016-17, H1,552.29 million for FY 2017-18,
H1,465.46 million for FY 2018-19, H1,443.39 million for
FY 2019-20, H1,286.83 million for FY 2020-21, H1,289.27
million for FY 2021-22, H1,404.62 million for FY 2022-23,
H1,743.58 million for FY 2023-24, H 1601.10 million for the
year ended March 31,2025) which is not in accordance with
the requirement of Ind AS 23: ‘Borrowing Cost'' read with Ind
AS 109: ‘Financial Instruments''.

Had the aforesaid interest expense been recognized, finance
cost for the year ended March 31, 2025 would have been
H 1,909.04 million instead of the reported amount of H 307.94
million. Total expenses for the year ended March 31, 2025
would have been H 7,747.72 million instead of the reported
amount of H 6,146.62 million. Net loss after tax for the year
ended March 31, 2025 would have been H 6,766.61 million
instead of the reported amount of H 5,165.51 million. Total
Comprehensive Income for the year ended March 31, 2025
would have been H (6,768.52) million instead of the reported
amount of H (5,167.42) million, other equity would have been
H (28,012.48) million against reported H (14,766.25) million,
other current financial liability would have been H 15,126.08

million instead of reported amount of H 1,879.85 million and
Loss per share for the year ended March 31,2025 would have
been H 58.44 instead of the reported amount of H 44.61.

The above reported interest has been calculated using
Simple Interest rate.

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

Material Uncertainty Relating to Going Concern

4. We draw attention to Note - 34 of the standalone financial
statements regarding the preparation of the statement on
a going concern basis, for the reason stated therein. The
Company has accumulated losses and has also incurred
losses during the year ended March 31,2025. As on date, the
Company''s current liabilities are substantially higher than its
current assets and the Company''s net worth has also been
fully eroded.

Oriental Bank of Commerce, since merged with Punjab
National Bank, had filed an application for initiating CIRP
under IBC which was admitted vide NCLT order dated 28
November 2022 and an Interim Resolution Professional had
been appointed. Meanwhile, Hon''ble Orissa High Court has
stayed the operation of the NCLT order dated 28 November
2022. PNB had since assigned its debt to Assets Care and
Reconstruction Enterprise Limited (ACRE) on 25 August 2023
and subsequently ACRE had filled substitution application in
the matter.

These conditions indicate the existence of a material
uncertainty that may cast significant doubt on the
Company''s ability to continue as a going concern and
therefore it may be unable to realise its assets and discharge
its liabilities including potential liabilities in the normal course
of business. All the assets and liabilities are still being carried
at their book value except property, plant and equipment,
which have been impaired in the current year, and are being
carried at its recoverable value. The appropriateness of
assumption of going concern, and evaluation of recoverable
value of its non-current assets is critically dependent upon
the debt resolution of the Company which is under process,
the Company''s ability to raise requisite finance, generate
cash flows in future to meet its obligations and to earn
profits in future. The ability of the Company to continue as a

going concern is solely dependent on the successful outcome
of these conditions, which are not wholly within the control
of the Company.

The Management of the Company has prepared this
financial statement on a going concern basis based on
their assessment of the successful outcome of the debt
resolution which will enhance the Company''s viability,
till then the Company''s operations continue under
conversion arrangement.

Our opinion is not qualified in respect to the above matter.

Emphasis of Matter

5. We draw attention to Note - 34 of the standalone financial
statements which describes that majority of the lenders
have assigned their debt to ACRE, and more than 95% of the
debt has been assigned to ACRE. The Company is currently
engaged in discussions with ACRE for restructuring of its
outstanding loan exposure, including waiver of interest,
through an out-of-court settlement, and no adjustment has
been carried out in the books of accounts.

Our opinion is not qualified in respect to the above matter.

Information Other than the Standalone Financial
Statements and Auditors’ Report Thereon

6. The Company''s Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the annual report, but
does not include the standalone financial statements and
our auditor''s report thereon. The annual report is expected
to be made available to us after the date of this auditor''s
report. Our opinion on the standalone 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
standalone financial statements or our knowledge obtained
during the course of our audit, or otherwise appears to be
materially misstated. When we read the annual report, if we
conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged
with governance.

Key Audit Matters

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

No.	Key Audit Matter	How our audit addressed the key audit matters
1	Related Party Transaction (See Note - 43 to the Standalone Financial Statements)
	The Company has entered into a long-term conversion arrangement with a related party for earning conversion income for conversion of input raw materials into finished goods for the related party. The above transaction has a possible arm''s length pricing risk associated with it.	We addressed the Key Audit Matter as follows: - 1) Obtained and read the Company''s policies, processes and procedures in respect of identification of such related parties in accordance with relevant laws and standards, obtaining approval, recording and disclosure of related party transactions and identified key controls. For selected controls we have performed tests of controls. 2) Reviewed the minutes of the meeting of the Audit Committee and Board and examined the approvals and modifications of the transactions. 3) Reviewed the list of Related party identified by the Company. 4) Performed the sales process / procurement process walk through and tested the controls. 5) Obtained the arm''s length pricing document prepared by the Company and assessed the Key Assumptions. 6) Assessed the application of arm''s length price documents in executing the transactions. 7) Reviewed compliance with Section 177 & 188 of the Companies Act 2013 for related party transaction. 8) Reviewed whether transactions between related parties are on normal commercial terms and conditions no more favorable than those otherwise available to other parties considering the present financial position of the Company. 9) We reviewed the disclosure of related party transactions as per Ind AS 24. 10) Held discussion and obtained written representations from the management in relation to such transactions. Conclusion: • Our audit procedures did not lead to any reservations regarding the related party transactions and its disclosure.

No.	Key Audit Matter	How our audit addressed the key audit matters
2.	Impairment of property, plant and equipment in	accordance with Ind AS 36 ‘Impairment of Assets''. (Refer paragraph -4 above)
	The Company has performed an impairment	Understanding and assessment of the Impairment indicators - Obtained and read
	assessment of its manufacturing unit (cash	Company''s policies, processes and procedures in respect of identification of impairment
	generating unit or CGU) during the financial year	indicators, recording & disclosure,
	ended 31 March 2025. The company has identified	Assessed through an analysis of internal & external factors impacting the Company whether
	the entire fixed assets of its manufacturing unit	there were any indicators in line with Ind As-36;
	as a CGU as they collectively contribute to the	Identification: Obtained an understanding of Company''s evaluation of identification of
	generation of cash flows.	entire assets of a company as a cash generating unit;
	The impairment arises due to idling of the assets and external factors beyond the control of the	Controls: Tested management review controls on the assumptions including underlying cash flow forecasts and impact of macro-economic factors on the forecasts. Tested
	Company, resulting in sub-optimal utilization and diminished economic performance of the assets	management''s review of the discounted cash flow calculations performed to support the impairment assessment including benchmarking of key assumptions (discount rates, growth
	causing operating losses and adversely impacting the operational and financial performance of the	rate) and assessment of sensitivities;
	Company.	Completeness and accuracy of the VIU model: Obtained valuation computation
	The impairment testing of manufacturing unit	performed by the Company for its impairment assessment and agreed the mathematical
	involves significant judgements and estimates in	accuracy of the VIU by recalculating the cash flow build up & comparing prior year forecasts
	assessing the recoverable value. The recoverable	to actual results and assessing the potential impact of any variances;
	value is considered to be the higher of the	Cash flow forecast assumptions: Involved independent valuation specialists to assist in
	Company''s assessment of the value in use (VIU)	the evaluation of the assumptions (discount rate which included comparing the weighted
	and fair value less cost of disposal (FVLCD).	average cost of capital with sector averages for the relevant markets in which the CGU
	There is a risk over the Company''s assessment and	operates and long-term growth rate) and challenged the key assumptions and judgements
	measurement of impairment due to:	within the build - up of the cash flow forecast (such as future sales volumes and prices,
	• VIU: uncertainties involved in forecasting of	margins, overheads etc.) and methodologies used by the Company and its experts;
	cash flows, including key assumptions such	Sensitivity analysis: Assessed the sensitivity of the outcome of impairment assessment to
	as future sales volumes, prices, margins,	changes in key assumptions such as volumes and margins;
	overheads, growth rates and weighted average	FVLCD assumptions: Compared the market multiple used in the FVLCD to comparative
	cost of capital.	companies and to market data sources with the assistance of experts.
	• FVLCD: uncertainties involved in identifying	Conclusion :
	appropriate comparable companies, estimating	Our audit procedures did not lead to any reservations regarding the impairment assessment
	their market multiple and estimating the depreciated replacement cost of fixed assets.	and its disclosure.

Management''s Responsibility for the Standalone
Financial Statements

8. The Company''s management and Board of Directors are
responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these standalone
financial statements that give a true and fai r view of the state
of affairs, loss and other comprehensive income, changes
in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified
under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecti ng frauds and
other irregularities, selection and application of appropriate
accounting policies, making judgments and estimates that
are reasonable and prudent and design, implementation
and maintenance of adequate internal financial controls
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

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

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

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

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

decisions of users taken on the basis of these standalone
financial statements.

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

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

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

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

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

Evaluate the overall presentation, structure and content
of the 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.

0. Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of
a reasonably knowledgeable user of the financial statements
may be influenced. We consider quantitative materiality
and qualitative factors in (i) planning the scope of our audit
work and in evaluating the results of our work and (ii) to
evaluate the effect of any identified misstatements in the
financial statements.

11. 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.

12. 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.

13. 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 auditors''
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

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

15. 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, except for the matter referred to
in paragraph 2 above, 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
except for the matters stated in the paragraph 15(i) (vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014

c) The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone statement of
changes in equity and the standalone statement of
cash flows dealt with by this Report are in agreement
with the books of account.

d) I n our opinion, except for the matter referred to in
paragraph 2 above, the aforesaid standalone financial
statements comply with the Ind AS specified under
section 133 of the Act.

e) On the basis of the written representations received
from the directors as on March 31, 2025 taken on
record by the Board of Directors, none of the directors
is disqualified as on March 31, 2025 from being
appointed as a director in terms of Section 164(2) of
the Act.

f) The qualification relating to the maintenance of
accounts and other matters connected therewith are
as stated in the Basis for Qualified Opinion paragraph
and paragraph 15(b) above on reporting under Section
143(3)(b) of the Act and paragraph 15(i)(vi) below on
reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014.

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

h) With respect to the matter to be included in the
Auditors'' Report under section 197(16):

In our opinion and according to the information and
explanations given to us, the remuneration paid by
the company to its directors during the current year
is in accordance with the provisions of Section 197 of
the Act.

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

i. The Company has disclosed the impact of
pending litigations as at March 31, 2025 on its
financial position in its standalone financial
statements - Refer Note- 33 to the standalone
financial statements.

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

iii. There were no amounts which were required to
be transferred, to the Investor Education and
Protection Fund by the Company during the year
ended March 31,2025.

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 have been advanced or loaned or
invested (either from borrowed funds or
share premium or any other sources or kind
of funds) by the company to or in any other
person or entity, including foreign entities
(“Intermediaries”), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether,
directly or indirectly lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries.(Refer note -
45(h) to the financial statements);

b) The management has represented, that,
to the best of its knowledge and belief, as
disclosed in the notes to the accounts, no
funds have been received by the company
from any person or entity, including foreign
entities (“Funding Parties”), with the
understanding, whether recorded in writing
or otherwise, that the company shall,
whether, directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries. (Refer
note - 45(h) to the financial statements);

c) Based on such audit procedures that we
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 (a) and (b)
contain any material mis-statement.

v. The Company has not declared any dividend in
the last year which has been paid in the current
year. Further, no dividend has been declared in
the current year.

vi. The reporting under Rule 11 (g) of the Companies
(Audit and Auditors) Rules, 2014 is applicable from
1 April 2023. Based on our examination, which
included test checks, except for the instances
mentioned below, the company has used an
accounting software for maintaining its books of
account 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 and we did not come
across any instances of audit trail feature being
tampered with during the course of our audit:

The feature of recording audit trail (edit log)
facility was not enabled at the database level to
log any direct data changes for the accounting
software used for maintaining the books of
account from April 01, 2023 to January 26, 2025.

The audit trail has been preserved by the company
as per statutory requirements for record retention
except at database level for the period from April
1,2023 to January 26, 2025 [Refer note no 44 (iii)
to financial statements].

For SINGHI & CO.,
Chartered Accountants

Firm''s Registration No.302049E

(Rahul Bothra)
Partner

Place: Kolkata Membership No. 067330

Date: May 29,2025 UDIN: 25067330BMLGPN3784

---

Mar 31, 2024

1. We have audited the standalone financial statements of VISA Steel Limited (“the Company”) which comprise the standalone balance sheet as at March 31, 2024, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including material accounting policies other explanatory information (hereinafter referred to as “the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, except for the effect of matter referred to in Basis of Qualified Opinion paragraph 2 below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“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 March 31, 2024, and loss and other comprehensive income, changes in equity and its cash flows for the year then ended.

Basis for Qualified Opinion

2. We draw attention to Note 16B of the accompanying Standalone Financial Statements with regard to nonrecognition of interest expense on the borrowings of the Company. The accumulated interest not provided as on March 31, 2024 is H11,645.13 million (including H1,459.69 million for FY 2016-17, H1,552.29 million for FY 2017-18, H1,465.46 million for FY 2018-19, H1,443.39 million for FY 2019-20, H1,286.83 million for FY 2020-21, H1,289.27 million for FY 2021-22, H1,404.62 million for FY 2022-23, H1,743.58 million for the year ended March 31, 2024) which is not in accordance with the requirement of Ind AS 23: ‘Borrowing Cost'' read with Ind AS 109: ‘Financial Instruments''.

Had the aforesaid interest expense been recognized, finance cost for the year ended March 31, 2024 would have been H2,042.65 million instead of the reported amount of H299.07 million. Total expenses for the year ended March 31, 2024 would have been H9,176.44 million instead of the reported amount of H7,432.86 million. Net loss after tax for the year ended March 31, 2024 would have been H2,462.51 million instead of the reported amount of H718.93 million. Total Comprehensive Income for the year ended March 31, 2024 would have been H(2,463.49) million instead of the reported amount of H(719.91) million, other equity would have been

H(21,243.96) million against reported H(9,598.83) million, other current financial liability would have been H13,533.91 million instead of reported amount of H1,888.78 million and Loss per share for the year ended March 31,2024 would have been H21.27 instead of the reported amount of H6.21.

The above reported interest has been calculated using Simple Interest rate and after considering regrouping of other financial liability to borrowings (Refer Note - 45(ii)).

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

Material Uncertainty Relating to Going Concern

4. We draw attention to Note - 35 to the standalone financial statements regarding the preparation of the statement on a going concern basis, for the reason stated therein. The Company has accumulated losses and has also incurred losses during the year ended March 31, 2024. As on date, the Company''s current liabilities are substantially higher than its current assets and the Company''s net worth has also been fully eroded.

Further, State Bank of India (SBI), a financial creditor had filed an application before National Company Law Tribunal (NCLT) Kolkata Bench for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code (IBC), which was dismissed by NCLT, Cuttack Bench. SBI preferred an appeal before National Company Law Appellate Tribunal (NCLAT) New Delhi which has directed the NCLT Cuttack Bench to restore the application and proceed further in accordance with law. The order of NCLAT has been challenged by the Company in the Hon''ble Supreme Court by way of a Civil Appeal and the same has been admitted on 9 September 2021. On 7 November 2022, Hon''ble Supreme Court passed an Order to the effect that NCLT may continue to hear the application filed by SBI but the same may not be given effect till the next date of hearing before Hon''ble Supreme Court, and the matter is pending. Oriental Bank of Commerce, since merged with Punjab National Bank, had also filed an application for initiating CIRP under IBC which was admitted vide NCLT order dated 28 November 2022 and an Interim Resolution Professional had been appointed.

The NCLT order has been challenged before NCLAT and the matter is pending. Meanwhile, Hon''ble Orissa High Court has stayed the operation of the NCLT order dated 28 November 2022. SBI and PNB have since assigned their respective debts to Assets Care and Reconstruction Enterprise Limited (ACRE) and ACRE has filled substitution application in the matter.

These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company''s ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities including potential liabilities in the normal course of business. All the assets including non-current assets and liabilities are still being carried at their book value except Capital Work in Progress which has been restated at its recoverable value in the earlier year(s). The appropriateness of assumption of going concern, and evaluation of recoverable value of its non-current assets is critically dependent upon the debt resolution of the Company which is under process, the Company''s ability to raise requisite finance, generate cash flows in future to meet its obligations and to earn profits in future. The ability of the Company to continue as a going concern is solely dependent on the successful outcome of these conditions, which are not wholly within the control of the Company.

The Management of the Company has prepared this financial statement on a going concern basis based on their assessment of the successful outcome of the debt resolution which will enhance the Company''s viability, till then the Company''s operations continue under conversion arrangement.

Our opinion is not qualified in respect to the above matter.

Emphasis of Matter

5. We draw attention to the following matters:

Refer Note - 34 to the standalone financial statements regarding accounting for transfer of Special Steel Undertaking, pursuant to the Scheme of Arrangement ("the scheme") approved by the NCLT vide its order dated July 8, 2019, all the assets and liabilities of the Special Steel Undertaking of VISA Steel Limited ("transferor Company”) had been transferred to and vested in the VISA Special Steel Limited, (an erstwhile wholly owned step down subsidiary up to 25 November 2022) (“VSSL” or “transferee Company”) at their respective book values on a going concern basis from April 1, 2013 being the appointed date. Effective date of the scheme is July 13, 2019 being the date on which certified

copy of the order sanctioning the said scheme was filed with the Registrar of Companies, Cuttack.

On January 17, 2020, Hon''ble Supreme Court of India vide its ex-parte order in Civil Appeal No. 56 of 2020 filed by SBI, had ordered issuance of notice and in the meanwhile stayed the aforesaid NCLT Order. The NCLT Order had been given effect to and stood implemented by the Company prior to January 17, 2020.

Subsequent to the year end the Hon''ble Supreme Court of India vide its order dated May 16, 2024 allowed substitution of the name of original appellant SBI with ACRE and the aforesaid appeal against NCLT order dated July 8, 2019 stands vacated. Hence, the Scheme of Arrangement stands affirmed.

Our opinion is not qualified in respect to the above matter.

Information Other than the Standalone Financial

Statements and Auditors’ Report Thereon

6. The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the annual report, but does not include the standalone financial statements and our auditor''s report thereon. The annual report is expected to be made available to us after the date of this auditor''s report. Our opinion on the standalone 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 standalone financial statements or our knowledge obtained during the course of our audit, or otherwise appears to be materially misstated. When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Key Audit Matters

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

Sr. No.	Key Audit Matter	How our audit addressed the key audit matters
1	Related Party Transaction (See Note 44 to the Standalone Financial Statements)
	The Company has entered into a long term conversion	We addressed the Key Audit Matter as follows :-
	arrangement with a related party for earning	1)	We reviewed the policy of the Company with respect to related party
	conversion income for conversion of input raw materials into finished goods for the related party. The above transaction has a possible arm''s length pricing risk associated with it.	2)	transactions. We reviewed the minutes of the meeting of the Audit Committee and Board.
		3)	We reviewed the list of Related party identified by the Company.
		4)	We performed the sales process / procurement process walk through and tested the controls.
		5	We obtained the arm''s length pricing document prepared by the Company and assessed the Key Assumptions.
		6)	We have assessed the application of arm''s length price documents in executing the transactions.
		7)	We reviewed compliance with Section 177 & 188 of the Companies Act 2013 for related party transaction.
		8)	We reviewed whether transactions between related parties are on normal commercial terms and conditions no more favorable than those otherwise available to other parties considering the present financial position of the Company.
		9)	We reviewed the disclosure of related party transactions as per Ind AS 24.
		Conclusion :
		•	Our audit procedures did not lead to any reservations regarding the related party transactions and its disclosure.

Management''s Responsibility for the Standalone Financial

Statements

8. The Company''s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fai r view of the state of affairs, loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecti ng frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the Standalone

Financial Statements

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

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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud

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

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

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

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

• Evaluate the overall presentation, structure and content of the 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.

10. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work and (ii) to evaluate the effect of any identified misstatements in the financial statements.

11. 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.

12. 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.

13. 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 auditors'' 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

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

15. 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, except for the matter referred to in paragraph 2 above, 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 except for the matters stated in the paragraph 15(i) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

d) I n our opinion, except for the matter referred to in paragraph 2 above, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act.

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

f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph and paragraph 15(b) above on reporting under Section 143(3)(b) of the Act and paragraph 15(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

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

h) With respect to the matter to be included in the Auditors'' Report under section 197(16):

In our opinion and according to the information and explanations given to us, the remuneration paid by the company to its directors during the current year is in accordance with the provisions of Section 197 of the Act.

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

i. The Company has disclosed the impact of pending litigations as at March 31,2024 on its financial position in its standalone financial statements - Refer Note 33 to the standalone financial statements.

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

iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2024.

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

best of it''s knowledge and belief, as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever

by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (Refer note - 46(h) to the financial statements);

b) The management has represented, that, to the best of it''s knowledge and belief, as disclosed in the notes to the accounts, no funds have been received by the company from any person or entity, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (Refer note - 46(h) to the financial statements);

c) Based on such audit procedures that we 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 (a) and (b) contain any material misstatement.

v. The Company has not declared any dividend in the last year which has been paid in the current year. Further, no dividend has been declared in the current year.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023. Based on our examination, which included test checks, the company has used SAP software for maintaining its books of account which has a feature of recording audit trail (edit log) facility except that audit trail was not enabled at the database level for SAP software to log any direct data changes. For SAP software (at application layer only) for which audit trail feature is enabled, the audit trail facility has been operating throughout the year for all relevant transactions recorded in the software and we did not come across any instances of audit trail feature being tampered with during the course of our audit. (Refer note - 45(v) to the financial statements).

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

For Singhi & Co. Chartered Accountants

Firm''s Registration No.302049E

(Rahul Bothra) Partner

Place: Kolkata Membership No. 067330

Date: May 30, 2024 UDIN: 24067330BKFYQO7180

ANNUAL REPORT 2023-24

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Mar 31, 2023

VISA Steel Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Qualified Opinion

1. We have audited the standalone financial statements of VISA Steel Limited ("the Company") which comprise the standalone balance sheet as at March 31,2023, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the effect of matter referred to in Basis of Qualified Opinion paragraph 2 below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("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 March 31, 2023, and loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

2. We draw attention to Note 16B of the accompanying Standalone Financial Statements with regard to nonrecognition of interest expense on the borrowings of the Company. The accumulated interest not provided as on March 31, 2023 is ''9,901.55 million (including ''1,459.69 million for FY 2016-17, ''1,552.29 million for FY 2017-18, ''1,465.46 million for FY 2018-19, ''1,443.39 million for FY 2019-20, ''1,286.83 million for FY 2020-21, ''1,289.27 million for FY 2021-22, ''1,404.62 million for the year ended March 31, 2023) which is not in accordance with the requirement of Ind AS 23: ''Borrowing Cost'' read with Ind AS 109: ''Financial Instruments''.

Had the aforesaid interest expense been recognized, finance cost for the year ended March 31, 2023 would have been ''1,681.90 million instead of the reported amount of ''277.28 million. Total expenses for the year ended March 31, 2023 would have been ''7,799.33 million instead of the reported amount of ''6394.71 million. Net loss after tax for the year ended March 31, 2023 would have been ''6,041.75 million instead of the reported amount of ''4,637.13 million. Total Comprehensive Income for the year ended March 31, 2023 would have been ''(6,036.70) million instead of the reported amount of ''(4,632.08) million, other equity would have been ''(18,780.47) million against reported ''(8,878.92) million, other current financial liability would have been ''11,991.61

million instead of reported amount of ''2,090.06 million and Loss per share for the year ended March 31, 2023 would have been ''52.18 instead of the reported amount of ''40.05.

The above reported interest has been calculated using Simple Interest rate.

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

Material Uncertainty Relating to Going Concern

4. We draw attention to Note - 36 to the standalone financial statements regarding the preparation of the statement on a going concern basis, for the reason stated therein. The Company has accumulated losses and has also incurred losses during the year ended March 31,2023. As on date, the Company''s current liabilities are substantially higher than its current assets and the Company''s net worth has also been fully eroded.

Further, State Bank of India (SBI), a financial creditor had filed an application before National Company Law Tribunal (NCLT) Kolkata Bench for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code (IBC), which was dismissed by NCLT. SBI preferred an appeal before National Company Law Appellate Tribunal (NCLAT) New Delhi which has directed the NCLT to restore the application and proceed further in accordance with law. The order of NCLAT has been challenged by the Company in the Hon''ble Supreme Court by way of a Civil Appeal and the same has been admitted on 9 September 2021. On 7 November 2022, Hon''ble Supreme Court passed an Order to the effect that NCLT may continue to hear the application filed by SBI but the same may not be given effect till the next date of hearing before Hon''ble Supreme Court, and the matter is pending. Subsequent to year end, SBI has assigned its debt to Assets Care & Reconstruction Enterprise Limited on May 26, 2023. Oriental Bank of Commerce, since merged with Punjab National Bank, had filed an application for initiating CIRP under IBC which was admitted vide NCLT order dated 28 November 2022 and an Interim Resolution Professional had been appointed. The NCLT order has been challenged before

NCLAT and the matter is pending. Meanwhile, Hon''ble Orissa High Court has stayed the operation of the NCLT order dated 28 November 2022.

These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company''s ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities including potential liabilities in the normal course of business. All the assets including non-current assets and liabilities are still being carried at their book value except Capital Work in Progress which has been restated at its recoverable value. The appropriateness of assumption of going concern, and evaluation of recoverable value of its non-current assets is critically dependent upon the debt resolution of the Company which is under process, the Company''s ability to raise requisite finance, generate cash flows in future to meet its obligations and to earn profits in future. The ability of the Company to continue as a going concern is solely dependent on the successful outcome of these conditions, which are not wholly within the control of the Company.

The Management of the Company has prepared this financial statement on a going concern basis based on their assessment of the successful outcome of the debt resolution which will enhance the Company''s viability, till then the Company''s operations continue under conversion arrangement.

Our opinion is not qualified in respect to the above matter.

Emphasis of Matter

5. We draw attention to the following matters:

Refer Note - 34 to the standalone financial statements regarding accounting for transfer of Special Steel Undertaking, pursuant to the Scheme of Arrangement ("the scheme") approved by the NCLT vide its order dated July 8, 2019, all the assets and liabilities of the Special Steel Undertaking of VISA Steel Limited ("transferor Company") has been transferred to and vested in the VISA Special Steel Limited, (an erstwhile wholly owned step down subsidiary up to 25 November 2022) ("VSSL" or "transferee Company") at their respective book values on a going concern basis from 1 April 2013 being the appointed date. Effective date of the scheme is July 13, 2019 being the date on which certified copy of the order sanctioning the said scheme is filed with the Registrar of Companies, Cuttack.

On January 17, 2020, Hon''ble Supreme Court of India vide its ex-parte order in Civil Appeal No. 56 of 2020 filed by SBI, has ordered issuance of notice and in the meanwhile stayed the aforesaid NCLT Order. The NCLT Order had been given effect to and stood implemented by the Company prior to January 17, 2020.

To give the impact of the sanctioned scheme, the Standalone Financial Statement of the Company for the year ended March 31, 2019 were revised and the same were approved by the Board of Directors in their meeting held on October 18, 2019 and audited by us on which we have issued our qualified audit report dated October 18, 2019 and same were approved by the members in their meeting held on December 23, 2019. In compliance to the sanctioned schemes, the Company has transferred various income, expenses, assets and liabilities related to Special Steel Undertaking to VSSL from 1st April 2013 resulting in accumulated receivable of ''3,718.64 Million from VSSL as on 31 March 2019. The matter is pending with Hon''ble Supreme Court, the impact of the sanctioned scheme considered as above on financial statement is dependent on the final judgment of the Hon''ble Supreme Court, in the meanwhile the Company has squared off the above receivable based on the Award under Arbitration and Conciliation Act 1996 dated 31 October 2022 based on the conciliation process between the two Companies.

Our opinion is not qualified in respect to the above matter.

Information Other than the Standalone Financial Statements

and Auditors’ Report Thereon

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

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

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

Key Audit Matters

7. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

Sr. No. Key Audit Matter	How our audit addressed the key audit matters
1 Related Party Transaction (See Note 45 to the Standalone Financial Statements)
The Company has entered into a long term conversion arrangement with a related party for earning conversion income for conversion of input raw materials into finished goods for the related party. The above transaction has a possible arm''s length pricing risk associated with it.	We addressed the Key Audit Matter as follows :- 1) We reviewed the policy of the Company with respect to related party transactions. 2) We reviewed the minutes of the meeting of the Audit Committee and Board. 3) We reviewed the list of Related party identified by the Company. 4) We performed the sales process / procurement process walk through and tested the controls. 5) We obtained the arm''s length pricing document prepared by the Company and assessed the Key Assumptions. 6) We have assessed the application of arm''s length price documents in executing the transactions. 7) We reviewed compliance with Section 177 & 188 of the Companies Act 2013 for related party transaction. 8) We reviewed whether transactions between related parties are on normal commercial terms and conditions no more favorable than those otherwise available to other parties considering the present financial position of the Company. 9) We reviewed the disclosure of related party transactions as per Ind AS 24. Conclusion : • Our audit procedures did not lead to any reservations regarding the related party transactions and its disclosure.

Management’s Responsibility for the Standalone Financial

Statements

8. The Company''s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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

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

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

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

• Evaluate the overall presentation, structure and content of the 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.

10. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work and (ii) to evaluate the effect of any identified misstatements in the financial statements.

11. 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.

12. 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.

13. 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 auditors'' 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

14. As required by the Companies (Auditors'' Report) Order, 2020 ("the Order") issued by the Central Government in terms of section 143 (11) of the Act, we give in the ‘‘Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

15. 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, except for the matter referred to in paragraph 2 above, 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 standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, except for the matter referred to in paragraph 2 above, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164(2) of the Act.

f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

h) With respect to the matter to be included in the Auditors'' Report under section 197(16):

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act.

i ) With respect to the other matters to be included in

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

i. The Company has disclosed the impact of pending litigations as at March 31, 2023 on its financial position in its standalone financial statements - Refer Note 33 to the standalone financial statements.

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

iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31,2023.

iv. (a) The management has represented that, to the

best of it''s knowledge and belief, as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.(Refer note - 47(h) to the financial statements);

(b) The management has represented, that, to the best of it''s knowledge and belief, as disclosed in the notes to the accounts, no funds have been received by the Company from any person or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (Refer note - 47(h) to the financial statements);

(c) Based on such audit procedures that we 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 (a) and (b) contain any material mis-statement.

v. The Company has not declared any dividend in the last year which has been paid in the current year. Further, no dividend has been declared in the current year.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

For Singhi & Co.

Chartered Accountants Firm''s Registration No.302049E

(Rahul Bothra)

Partner

Membership No. 067330 UDIN: 23067330BGT0YQ1000

Place: Kolkata Date: May 29, 2023

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Mar 31, 2018

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

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

Management’s Responsibility for the Standalone Ind AS Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act read with the Companies (Indian Accounting Standard) Rules 2015, as amended, 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

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

4. In conducting our audit, we have taken into account the provisions of the Act and the Rules made thereunder including 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.

5. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.

6. 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 auditors'' judgment, in cluding 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.

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

Basis for Qualified Opinion

8. We draw your attention to Note 18D to the Standalone Ind AS Financial Statements with regard to non-recognition of interest expense amounting to 7,715.51 Million which includes Rs. 3,874.55 Million for FY-2017-18 and Rs.3,840.96 Million for FY-2016-17 on the borrowings of the Company which is not in accordance with the requirements of Ind AS 23: Borrowing Costs read with Ind AS 109: Financial Instruments.

Flad the aforesaid interest expense been recognised, Finance costs for the year ended March 31, 2018 would have been Rs.4,147.89 Million instead of the reported amount of Rs.27334 Million; Total Expenses for the year ended March 31,2018 would have been Rs.21,868.21 Million instead of Rs.17,993.66 Million; Net Loss after tax for the year ended March 31, 2018 would have been Rs.5,330.73 Million instead of the reported amount of Rs.1,456.18 Million; Total Comprehensive Income for year ended March 31, 2018 would have been Rs. (5328.78) Million instead of the reported amount of Rs. (1,454.23) Million and Loss Per Share for the year ended March 31, 2018 would have been Rs.47.37 instead of the reported amount of Rs.12.94. Other Equity and Other Current Financial Liabilities as at March 31, 2018 would have been Rs. (16,806.95) Million and Rs.26,015.34 Million instead of the reported amount of Rs. (9,091.44) Million and Rs.18,299.83 Million respectively.

The unprovided interest amount reported above has been recalculated retrospectively from April 1, 2016 at simple interest instead of compound interest considered till March 31, 2017.

Qualified Opinion

9. 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 except for the effect of matter referred to in paragraph 8 above, 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 March 31, 2018, its total comprehensive income (comprising loss and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

10. We draw attention to Note 38 to the standalone Ind AS financial statements, regarding the preparation of the same on going concern basis, consequently assets and liabilities are being carried at their book value and impairment assessment in this regard is in progress. The Company has incurred a net loss during the year ended March 31, 2018 and, as of that date, the Company''s current liabilities exceeds its current assets and the Company''s net worth has been eroded as at the balance sheet date. These conditions along with other matters as set forth in the aforesaid Note, indicate the existence of a material uncertainty that may cast significant doubt about the Company''s ability to continue as a going concern.

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

Other Matter

11. Attention is drawn to the fact that the comparative figure for the year ended March 31, 2017 are based on the previously issued standalone financial statement, prepared in accordance with the Ind AS, that were audited by the erstwhile Auditor. The audit report dated November 9, 2017 on the audited standalone financial statement of the Company for the year ended March 31, 2017 issued by predecessor auditor expressed a qualified opinion.

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

Report on Other Legal and Regulatory Requirements

12. As required by the Companies (Auditor''s Report) Order,

2016, issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (“the Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

13. As required by Section 143 (3) of the Act, based on our audit, we report, to the extent applicable 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, except for the matter referred to in paragraph 8 above, 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 Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, except for the matter referred to in paragraph 8 above, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) The matter mentioned in paragraph 10 above, in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With reference to maintenance of accounts and other matters connected therewith, reference is drawn to our comment in paragraph 13 (b) above.

(h) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

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

i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2018 on its financial position in its standalone Ind AS financial statements - Refer Note 36A.

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

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

iv. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from November 8, 2016 to December 30, 2016 have not been made since they do not pertain to the financial year ended March 31, 2018.

Annexure A to Independent Auditors’ Report

Referred to in paragraph 13 (h) of the Independent Auditors'' Report of even date to the members of VISA Steel Limited on the standalone Ind AS financial statements for the year ended March 31, 2018.

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

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

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls Over Financial Reporting

6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that :

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Basis for Qualified opinion

8. According to the information and explanations given to us and based on our audit, the following material weakness has been identified in the operating effectiveness of the Company''s internal financial controls over financial reporting as at March 31, 2018:

The Company''s internal financial controls relating to application of appropriate policies and procedures that provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles were not operating effectively which resulted in non-recognition of interest expense as indicated in Note 18D to the standalone Ind AS financial statements.

9. A ‘material weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual or interim financial statements will not be prevented or detected on a timely basis.

Qualified opinion

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

Explanatory paragraph

We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act, the standalone financial statements of Visa Steel Limited, which comprise the Balance Sheet as at March 31, 2018, and the related Statement of Profit and Loss including other comprehensive income and Cash Flow Statement and the Statement of changes in equity for the year ended, and a summary of significant accounting policies and other explanatory information. Resultant impact of this material weakness has been appropriately considered in our audit of the March 2018 standalone financial statements of Visa Steel Limited and this report affect our report dated May 02, 2018, which expressed a qualified opinion on those financial statements.

Annexure B to Independent Auditors’ Report

Referred to in paragraph 12 of the Independent Auditors'' Report of even date to the members of VISA Steel Limited on the standalone Ind AS financial statements as of and for the year ended March 31, 2018

We report that :

i. In respect of its fixed assets:

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

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

(c) The title deeds of immovable properties, as disclosed in Note 3A on fixed assets to the standalone Ind AS financial statements, are held in the name of the Company.

ii. The physical verification of inventory have been conducted at reasonable intervals by the Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has granted unsecured loan to one company covered in the register maintained under Section 189 of the Act. The Company has not granted any other secured/ unsecured loans to firms /Limited Liability Partnerships/ other parties covered in the register maintained under Section 189 of the Act.

(a) In respect of the aforesaid loan, the terms and conditions under which such loan was granted are not prejudicial to the Company''s interest.

(b) In respect of the aforesaid loan, an amount aggregating Rs. 3.40 Million is overdue as at Balance Sheet date as the party is not repaying the principal amount as stipulated and is also not regular in payment of interest thereon.

(c) In respect of the aforesaid loan, the total amount overdue for more than ninety days as at March 31, 2018 is Rs. 3.33 Million. In such instances, in our opinion, reasonable steps have been taken by the Company for the recovery of the principal amount and interest thereon.

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 Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it, as applicable.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products.

We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except for dues in respect of excise and goods and services tax, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, service tax and income tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including, employees'' state insurance, sales tax, duty of customs, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. The extent of arrears of statutory dues outstanding as at March 31, 2018 for a period of more than six months from the date they become payable are as follows:

Name of the statute	Nature of dues	Amount (Rs.in Millions)	Period to which the amount relates	Due Date	Date of Payment
Central Excise Act, 1944	Penalty	1.52	Nov-14	6-Dec-14	Not yet paid
Central Excise Act, 1944	Penalty	0.53	Dec-14	6-Jan-15	Not yet paid
Central Excise Act, 1944	Penalty	1.36	Jan-15	6-Feb-15	Not yet paid
Central Excise Act, 1944	Penalty	0.54	Feb-15	6-Mar-15	Not yet paid
Central Excise Act, 1944	Penalty	0.99	Mar-15	31-Mar-15	Not yet paid
Central Excise Act, 1944	Penalty	0.63	Apr-15	6-May-15	Not yet paid
Central Excise Act, 1944	Penalty	1.35	May-15	6-Jun-15	Not yet paid
Central Excise Act, 1944	Penalty	1.19	Jun-15	6-Jul-15	Not yet paid
Central Excise Act, 1944	Penalty	1.31	Jul-15	6-Aug-15	Not yet paid
Central Excise Act, 1944	Penalty	0.31	Aug-15	6-Sep-15	Not yet paid
Central Excise Act, 1944	Penalty	0.08	Sep-15	6-Oct-15	Not yet paid
Central Excise Act, 1944	Penalty	0.26	Oct-15	6-Nov-15	Not yet paid
Central Excise Act, 1944	Penalty	0.20	Apr-17	6-May-17	Not yet Paid
Central Excise Act, 1944	Penalty	0.20	Apr-17	6-May-17	Not yet Paid
Central Excise Act, 1944	Penalty	0.30	May-17	6-Jun-17	Not yet Paid
Central Excise Act, 1944	Penalty	3.20	May-17	6-Jun-17	Not yet Paid
Central Excise Act, 1944	Tax Payable	32.00	May-17	6-Jun-17	Not yet Paid
Central Excise Act, 1944	Interest	0.36	Dec-16	6-Jan-17	Not yet Paid
Central Excise Act, 1944	Interest	0.06	Jan-17	6-Feb-17	Not yet Paid
Central Excise Act, 1944	Interest	0.02	Jan-17	6-Feb-17	Not yet Paid
Central Excise Act, 1944	Interest	0.19	Jan-17	6-Feb-17	Not yet Paid
Central Excise Act, 1944	Interest	0.20	Jan-17	6-Feb-17	Not yet Paid
Central Excise Act, 1944	Interest	0.23	Jan-17	6-Feb-17	Not yet Paid
Central Excise Act, 1944	Interest	0.01	Feb-17	6-Mar-17	Not yet Paid
Central Excise Act, 1944	Interest	0.05	Mar-17	31-Mar-17	Not yet Paid
Central Excise Act, 1944	Interest	0.07	Mar-17	31-Mar-17	Not yet Paid
Central Excise Act, 1944	Interest	0.25	Apr-17	6-May-17	Not yet Paid
Central Excise Act, 1944	Interest	0.24	Apr-17	6-May-17	Not yet Paid
Central Excise Act, 1944	Interest	0.25	Apr-17	6-May-17	Not yet Paid
Central Excise Act, 1944	Interest	0.26	May-17	6-Jun-17	Not yet Paid
Central Excise Act, 1944	Interest	3.92	May-17	6-Jun-17	Not yet Paid
Goods & Service tax, 2017	Interest	6.93	Aug-17	20-Sep-17	Not yet Paid

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of service-tax and duty of customs which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, duty of excise and value added tax as at March 31, 2018 which have not been deposited on account of a dispute, are as follows:

Name of the statute	Nature of dues	Amount (Rs. In Million)	Period to which the amount relates	Forum where the dispute is pending
Income Tax Act, 1961	Income Tax	3.66	Assessment Year 2006-07	Hon''ble high court of Kolkata
Income Tax Act, 1961	Income Tax	45.07	Assessment Year 2004-05	Income Tax Appellate Tribunal, Kolkata
Income Tax Act, 1961	Income Tax	3.65	Assessment Year 2011-12	The Commissioner of Income Tax Appeals, Kolkata
Central Excise Act, 1944	Duty of Excise	10.46	Financial Year 2008-09 to 2010-11	Custom,Excise & Service Tax Appellate Tribunal, Kolkata
Central Excise Act, 1944	Duty of Excise	5.01	Financial Year 2012-13 to 2013-14	Commissioner Appeals, Bhubaneshwar
Service Tax under Finance Act, 1994	Service Tax	39.02	Financial Year 2011-12 to 2014-15	Commissioner CGST & Central Excise and Customs
Service Tax under Finance Act, 1994	Service Tax	15.61	Financial Year 2010-11 to 2011-12	Commissioner of Central Excise (Appeals)
Duty of Customs	Custom Duty	10.23	Financial Year 2011-12	Commissioner Appeals, Bhubaneshwar
Duty of Customs	Custom Duty	11.71	Financial Year 2012-13	Custom,Excise & Service Tax Appellate Tribunal, Kolkata
Central Sales Tax Act,1956	Central Sales Tax	0.02	Financial Year 1999-2000	Sales tax Tribunal, Orissa
Central Sales Tax Act,1956	Central Sales Tax	1.91	Financial Year 2011-12	Joint Commissioner Appeals, Jajpur Road
Central Sales Tax Act,1956	Central Sales Tax	111.80	Financial Year 2007-08 to 2009-10	High Court of Odisha
Central Sales Tax Act,1956	Central Sales Tax	42.33	Financial Year 2006-07	The Revision Board
Odisha Value Added Tax Act, 2005	Odisha VAT	0.02	Financial Year 2013-14 & 2014-15	Additional Commisioner of Commercial Taxes, Cuttack
West Bengal Central Sales Tax Act,1956	WB VAT	0.31	Financial Year 2010-11	The Revision Board
West Bengal VAT Act	WB VAT	0.52	Financial Year 2011-12	West Bengal Commercial Tax Appellate and Revision Board

viii. According to the records of the Company examined by us and the information and explanations given to us, except for loans or borrowings from banks and financial institutions aggregating Rs.26,413.46 Million for the period as set out below, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.

Name of Lendor	Nature of Dues		Amount of Default (Rs. in Millions) Less than More than 12 months 12 Months		Total
Andhra Bank	Principal	& Interest	299.72	763.38	1063.10
Bank of Baroda	Principal	& Interest	181.61	568.33	749.94
Bank of India	Principal	& Interest	158.90	245.95	404.85
Canara Bank	Principal	& Interest	182.98	430.25	613.23
Corporation Bank	Principal	& Interest	16.48	26.39	42.87
Dena Bank	Principal	& Interest	190.26	265.69	455.95
Edelweiss Asset Reconstruction Company Limited	Principal	& Interest	74.13	132.39	206.52
Exim Bank	Principal	& Interest	145.87	485.94	631.81
HUDCO	Principal	& Interest	185.46	346.04	531.50
Indian Overseas Bank	Principal	& Interest	260.19	683.23	943.42
Oriental Bank of Commerce	Principal	& Interest	890.95	2421.94	3312.89
Punjab National Bank	Principal	& Interest	928.18	2211.47	3139.65
Punjab and Sind Bank	Principal	& Interest	63.44	135.24	198.68

		Amount of Default (Rs. in Millions)
Name of Lendor	Nature of Dues	Less than 12 months	More than 12 Months	Total
Small Industries Development Bank of India	Principal & Interest	6.92	84.85	91.77
State Bank of India	Principal & Interest	1450.94	4130.13	5581.07
Syndicate bank	Principal & Interest	731.48	1842.32	2573.80
Assets Care and Reconstruction Enterprise Limited	Principal & Interest	849.52	2013.72	2863.24
Union Bank of India	Principal & Interest	583.82	1374.13	1957.95
Vijaya Bank	Principal & Interest	318.96	732.26	1051.22
Total		7519.81	18893.65	26413.46

Note: The unprovided interest amount reported above has been recalculated by the management retrospectively from April 1, 2016 at simple interest instead of compound interest considered till March 31, 2017.

ix. In our opinion, and according to the information and explanations given to us, the moneys raised by way of term loans have been applied for the purposes for which they were obtained. However, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments).

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act and Notes 16(a) to 16(c) to the standalone Ind AS financial statements.

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

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone Ind AS financial statements as required under Ind AS 24, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order 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. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Singhi & Co.

Chartered Accountants

Firm Registration Number: 302049E

Pradeep Kumar Singhi

Place : Kolkata Partner

Date : May 02, 2018 Membership Number 50773

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Mar 31, 2016

TO THE MEMBERS OF VISA STEEL LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of VISA Steel Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial

Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements to 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.

6. 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 auditors'' 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.

7. 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

8. 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 March 31 2016, and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

9. We draw attention to Note 44 to the standalone financial statements, regarding the presentation of the same ongoing concern basis. The Company has incurred a net loss of Rs. 5,835.47 Million during the year ended March 31, 2016 and, as of that date, the Company''s current liabilities exceeds its current assets by Rs. 15,843.22 Million and the Company''s net worth has been eroded as at the balance sheet date. These conditions along with other matters as set forth in the aforesaid Note, indicate the existence of a material uncertainty that may cast significant doubt about the Company''s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

10. We draw your attention to Note 14 to the standalone financial statements regarding the decline in the value of the Company''s long term strategic investment in Visa SunCoke Limited (a subsidiary), whose net-worth has partially eroded as on March 31, 2016 and for which a provision for other than temporary decline in the value of the investment in accordance with Accounting Standard (AS) 13 ''Accounting for Investments'' is not considered necessary by the Management for the reasons stated therein. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

11. As required by ''the Companies (Auditor''s Report) Order, 2016'', issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule

7 of the Companies (Accounts) Rules, 2014.

(e) The matter mentioned in paragraph 9 of Emphasis of Matter above, in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the directors as on March 31, 2016 taken on

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

(g) 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.

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

i) The Company has disclosed the impact, if any, of pending litigations as at March 31, 2016 on its financial position in its standalone financial statements - Refer Note 22.

ii) The Company has long-term contracts including derivative contracts as at March 31, 2016 for which there were no material foreseeable losses as at March 31, 2016.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2016.

Referred to in paragraph 12 (g) of the Independent Auditors'' Report of even date to the members of Visa Steel Limited on the standalone financial statements for the year ended 31.03.2016.

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

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

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

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

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

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

Meaning of Internal Financial Controls Over

Financial Reporting

6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and Directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over

Financial Reporting

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

Opinion

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

ANNEXURE B TO INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 11 of the Independent Auditors'' Report of even date to the members of Visa Steel Limited on the standalone financial statements as of and for the year ended March 31, 2016.

i. (a) The Company is maintaining proper records showing

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

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

(c) The title deeds of immovable properties, as disclosed in Note 13A on fixed assets to the financial statements, are held in the name of the Company.

ii. The physical verification of inventory have been conducted at reasonable intervals by the Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has granted unsecured loan to one company covered in the register maintained under Section 189 of the Act. The Company has not granted any other secured/ unsecured loans to firms/Limited Liability Partnership/ other parties covered in the register maintained under Section 189 of the Act.

(a) In respect of the aforesaid loans, the terms and conditions under which such loans were granted are not prejudicial to the Company''s interest.

(b) In respect of the aforesaid loan an amount aggregating Rs. 2.74 Million is overdue as at Balance Sheet date as the party is not repaying the principal amount as stipulated, and is also not regular in payment of interest thereon.

(c) In respect of the aforesaid loans, the total amount overdue for more than ninety days as at March 31,

2016 is Rs.1.99 Million. In such instances, in our opinion, reasonable steps have been taken by the Company for the recovery of the principal amounts and interest thereon.

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 Section 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it, as applicable.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products.

We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given

to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees'' state insurance, value added tax, sales tax, entry tax, profession tax, service tax, income tax, labour welfare cess though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including duty of customs, duty of excise and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of service-tax, duty of customs which have not been deposited on account of any dispute. The particulars of dues of income tax, duty of excise, sales tax and value added tax as at March 31, 2016 which have not been deposited on account of a dispute, are as follows:

ix. In our opinion, and according to the information and explanations given to us, the moneys raised by way of term loans have been applied for the purposes for which they were obtained. However, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments)

Name of the statute	Nature of dues	Amount (Rs. In Million)	Period to which the amount relates	Forum where the dispute is pending
Income Tax Act, 1961	Income Tax	28.13 Assessment Year 2006-07		The Commissioner of Income Tax Appeals, Kolkata
Central Excise Act, 1944	Central Excise	10.95	Financial Year 2008-09 to 2010-11	Custom Excise & Service Tax Appellate Tribunal, Kolkata
Central Sales Tax Act,1956	Central Sales Tax	0.02	Financial Year 1999-2000	Commissioner of Sales Tax
Central Sales Tax Act,1956	Central Sales Tax	111.81	Financial Year 2007-08 to 2009-10	High Court of Odisha
Central Sales Tax Act,1956 WB CST		43.07	Financial Year 2006-07	The Revision Board
Andhra Pradesh Value Added Tax Act, 2005	AP-VAT	3.43	Financial Year 2010-11	Deputy Commissioner
Central Sales Tax Act,1956 WB VAT		0.31	Financial Year 2010-11	The Revision Board
Central Sales Tax Act,1956 WB VAT		1.10	Financial Year 2011-12	The Revision Board

vii i. According to the records of the Company examined by us and the information and explanations given to us, except for loans or borrowings from banks and financial institution aggregating Rs. 9,867.55 Million for the period as set out below, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.

Name of lender	Nature of dues	Amount of Default (Rs. In Million)	Period of Default
Andhra Bank	Principal & Interest	410.71	Refer Note 5 (D) to the standalone financial statements
Bank of Baroda	Principal & Interest	316.84
Bank of India	Principal & Interest	115.48
Canara Bank	Principal & Interest	247.01
Central Bank of India	Principal & Interest	619.68
Corporation Bank	Principal & Interest	13.30
Dena Bank	Principal & Interest	113.99
Exim Bank	Principal & Interest	194.01
HUDCO	Principal & Interest	166.71
Indian Overseas Bank	Principal & Interest	380.01

.

Name of lender	Nature of dues	Amount of Default (Rs. In Million)	Period of Default
Oriental Bank of Commerce	Principal & Interest	1,300.27	Refer Note 5 (D) to the standalone financial statements
Punjab National Bank	Principal & Interest	975.40
Small Industries Development	Principal & Interest	1.75
Bank of India
State Bank of Hyderabad	Principal & Interest	216.06
State Bank of India	Principal & Interest	2,188.75
State Bank of Travancore	Principal & Interest	50.21
Syndicate bank	Principal & Interest	1,003.34
UCO Bank	Principal & Interest	416.47
Union Bank of India	Principal & Interest	716.62
Vijaya Bank	Principal & Interest	420.94
Total		9867.55

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act and Notes 20 (a) to 20 ( c) to the standalone financial statements.

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

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order 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. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Lovelock & Lewes

Firm Registration Number - 301056E

Chartered Accountants

Pradip Law

Partner

Membership Number 51790

Place: Kolkata

Date: 27 May 2016

---

Mar 31, 2015

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

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements to 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS' RESPONSIBILITY

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

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

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.

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

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

BASIS FOR QUALIFIED OPINION

8. We draw your attention to Note 34 (a) to the financial statements with respect to the transfer of the Company's Special Steel business to a wholly owned subsidiary, which has not been disclosed by the Company as a discontinuing operation subsequent to approval by the Board of Directors of the Company for such discontinuance, its intimation to the stock exchanges in which the Company's shares are listed and filing of the Scheme of demerger as approved by shareholders of the Company with the High Court. Accordingly, the Company has not disclosed the results from discontinuing Special Steel business included in the financial statements together with details relating to total assets to be disposed, total liabilities to be settled, pre tax profit or loss, income tax expense, post tax profit or loss, net cash flows pertaining to the operating, investing, and financing activities etc. attributable to the Special Steel business which is not in accordance with Accounting Standard 24, Discontinuing Operations. The impact of such deviation on total assets and liabilities as at March 31, 2015 and loss or earnings per share, cash flows for the year on that date is presently not ascertainable.

QUALIFIED OPINION

9. In our opinion and to the best of our information and according to the explanations given to us, except for the indeterminate effect of the matter referred to in the Basis for Qualified Opinion paragraph above, 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 March 31, 2015, and its loss and its cash flows for the year ended on that date.

EMPHASIS OF MATTER

10. We draw attention to Note 44 to the financial statements, regarding the preparation of the same on going concern basis. The Company has incurred a net loss of Rs. 2414.40 million during the year ended March 31, 2015 and, as of that date, the Company's current liabilities exceeded its current assets by Rs. 10,521.43 million, and the Company's net worth has been eroded as at the balance sheet date. However, in view of developments regarding the supply of raw materials as well as fresh line of credit from lenders in line with existing increased production capacity and other matters stated in the aforesaid note, these financial statements have been prepared on a going concern basis and no adjustment has been made to the carrying value of the assets and liabilities. Our opinion is not qualified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

12. 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, except for the indeterminate effect of the matter referred to in the Basis for Qualified Opinion paragraph above, 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, except for the indeterminate effect of the matter referred to in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) The matter mentioned under Emphasis of Matter paragraph above , in our opinion, may have an adverse effect on the functioning of the Company.

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

(g) The qualification relating to maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

(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 knowledge and belief and according to the information and explanations given to us:

i) The Company has disclosed the impact, if any, of pending litigations as at March 31, 2015 on its financial position in its standalone financial statements - Refer Note 22;

ii) The Company has long-term contracts including derivative contracts for which there were no material foreseeable losses as at March 31, 2015;

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2015

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

(b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable.

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

(b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has granted an unsecured loan, to one company covered in the register maintained under Section 189 of the Act. The Company has not granted any secured/ unsecured loans to firms or other parties covered in the register maintained under Section 189 of the Act.

(a) In respect of the aforesaid loan, an amount aggregating Rs. 1.99 million is overdue as at Balance Sheet date, as the party is not repaying the principal amount as stipulated and is also not regular in payment of interest thereon.

(b) In respect of the aforesaid loan, where the overdue amount is more than Rupees One Lakh, in our opinion, reasonable steps have been taken by the Company for the recovery of the principal amount and interest.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified.

vi. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been specified under sub- section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, service tax, tax deducted at source and labour welfare cess, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including employees' state insurance, sales tax, income tax, wealth tax, duty of customs , duty of excise , value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth-tax, service tax, duty of customs, cess which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, value added tax and duty of excise, as at March 31, 2015 which have not been deposited on account of a dispute, are as follows

Name of Nature of Amount Period to which Forum where the dispute is pending the Statute dues (Rs. in Million) the amount relates Income Tax Act, 1961 Income Tax 28.13 Assessment Year The Commissioner of Income Tax Appeals, 2006-07 Bhubaneswar,Orissa Central Sales Tax Act, 1956 Sales Tax 111.81 Financial Year Sales Tax Tribunal, Orissa, Appeal

1999-2000 Orissa Sales Tax Act, 1947 Sales Tax 0.07 Financial Year The Asst. Commissioner of Sales Tax 2004-05 (Appeals), Jajpur Range, Jaipur Road, Orissa West Bengal Value Added Value 43.00 Financial Added Year The Commissioner of Tax Commercial Taxes, Tax Act, 2003 2006-07 West Bengal

Central Excise Act, 1944 Excise Duty 10.95 Financial Year Central Excise Service Tax Appellate 2008-09 to 2010-11 Tribunal

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

viii. The Company has accumulated losses exceeding fifty percent of its net worth as at March 31, 2015 and it has also incurred cash losses during the financial year ended on that date and in the immediately preceding financial year.

ix. According to the records of the Company examined by us and the information and explanations given to us, except for dues to financial institutions and banks aggregating Rs. 2,518.24 million for the period as mentioned in Note 5D to the financial statements, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

x. In our opinion, and 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 during the year. Accordingly, the provisions of Clause 3(x) of the Order are not applicable to the Company.

xi. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

xii. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Lovelock & Lewes

Firm Registration Number: 301056E

Chartered Accountants



Pradip Law

Kolkata Partner

May 29, 2015 Membership Number 51790

---

Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

1. We have audited the accompanying financial statements of VISA Steel Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITORS'' RESPONSIBILITY

3. 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.

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

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

OPINION

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

7. As required by ‘the Companies (Auditor''s Report) Order, 2003'', as amended by ‘the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

(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 Act.

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

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

(c) In our opinion, the Company has disposed off a substantial part of fixed assets during the year. On the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, in our opinion, the disposal of the said part of fixed assets has not affected the going concern status of the Company.

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

(b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. (a) The Company has granted unsecured loan, to one company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregated Rs. 2.5 Million. The Company has not granted any secured/ unsecured loans to firms or other parties covered in the register maintained under Section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) In respect of the aforesaid loans, the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.

(d) In respect of the aforesaid loans, there is no overdue amount more than Rupees One Lakh.

(e) The Company has taken unsecured loans, from three companies covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregated Rs. 1256.40 Million and Rs. 500 Million, respectively. There are no other parties covered in the register maintained under Section 301 of the Act.

(f) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(g) In respect of the aforesaid loans, the Company is regular in repaying the principal amounts, as stipulated, and is also regular in payment of interest, as applicable.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

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

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

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except for dues in respect of tax deducted at source, the Company is regular in depositing undisputed statutory dues, including provident fund, employees'' state insurance, investor education and protection fund, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities. However, there were no arrears of dues in respect of tax deducted at source outstanding as at March 31, 2013 for a period more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax, service tax, customs duty and excise duty which have not been deposited on account of any dispute. The particulars of dues of income tax and sales tax as at March 31,2013 which have not been deposited on account of a dispute, are as follows:

x. The accumulated losses of the Company did not exceed fifty percent of its net worth as at March 31,2013 and it has not incurred cash losses in the financial year ended on that date but had incurred cash losses in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and 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 during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company.

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

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the Company has used funds raised on short-term basis for long-term investment. The company has obtained short term fund amounting to Rs. 3789.57 Million on a short term basis, which has been used for the purpose of acquisition of fixed assets.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

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

For Lovelock & Lewes Firm Registration Number: 301056E

Chartered Accountants

P. Law

Partner

Membership Number: 51790

Kolkata

Date: May 29, 2013,

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of VISA Steel Limited (the "Company") as at 31 March, 2012 , and the related Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Without qualifying our opinion, we draw attention to Note 3.36 to the financial statements, regarding the preparation of the same on a going concern basis. The Company incurred a net loss of Rs.1188.54 Million during the year ended March 31, 2012 and, as of that date, the Company's current liabilities exceeded its current assets by Rs.15,111.77 Million, while the Company's net worth remains positive as at the balance sheet date. In view of proposed plan to restructure the Company's debt profile to convert majority of their short term loan to long term loan , these financial statements have been prepared on a going concern basis and no adjustment has been made to the carrying value of the assets and liabilities.

5. 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 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on 31 March 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(ii) in the case of the Statement of Profit and Loss , of the loss for the year ended on that date; and

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

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

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

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

2. (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) The Company has granted unsecured loans, to one company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregated to Rs. 2.5 Million.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) In respect of the aforesaid loans, the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest, as applicable.

(d) In respect of the aforesaid loans, there is no overdue amount more than Rupees One Lakh.

(e) The Company has taken unsecured loans, from one company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregated to Rs. 506.40 Millions.

(f) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(g) In respect of the aforesaid loans, the Company is regular in repaying the principal amounts, as stipulated, and is also regular in payment of interest, as applicable.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

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

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

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of tax deducted at source, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees' state insurance, income tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, wealth tax, service tax, customs duty and excise duty as at 31 March, 2012 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount Period to which the Forum where the dispute is (Rs. Million) amount relates pending

Income Tax Act, 1961 Wrong valuation of Closing 5.49 Assessment Year The Commissioner of Income Tax Stock and loans converted 2003-04 Appeals, Bhubaneswar, Odisha to equity

Income Tax Act, 1961 Under valuation of Closing 44.56 Assessment Year The Commissioner of Income Tax Stock and disallowance of 2004-05 Appeals, Bhubaneswar, Odisha interest

Income Tax Act, 1961 Disallowance of certain 10.24 Assessment Year The Commissioner of Income Tax expenses 2006-07 Appeals, Bhubaneswar, Odisha

Central Sales Tax (Orissa) Difference in way bill value 0.01 Financial Year Sales Tax Tribunal, Odisha Rules, 1957 and invoice value 1999-2000

Orissa Entry Tax Act, 1999 Adhoc freight addition for 0.13 Financial Year The Asst. Commissioner of Sales calculating landed cost 2004-05 Tax (Appeals), Jajpur Range, Jajpur Road, Odisha

Orissa Entry Tax Act, 1999 Entry tax on imported coke 134.07 Financial year The Commissioner of Commercial 2008-09 Taxes, Cuttack, Odisha 2011-12

Orissa Sales Tax. Act 1947 Non-payment of Surcharge 0.01 Financial Year The Asst. Commissioner of Sales 2004-05 Tax (Appeals),Jajpur Range, Jajpur Road, Odisha

West Bengal VAT, VAT on High Sea Sales 43.00 Financial Year The Commissioner of Commercial 2006-07 Taxes, West Bengal.

10. The accumulated losses of the Company did not exceed fifty percent of its net worth as at 31 March, 2012 and it has incurred cash losses in the financial year ended on that date but has not incurred cash losses in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, other than dues to financial institution, bank as mentioned in note 3.3 G and 3.6 in the financial statements for the period from 1 April 2011 to 31 March 2012 aggregating Rs. 620.76 Million towards principal and RS 387.17 Million towards interest, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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 provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

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

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion, and according to the information and explanations given to us, funds aggregating Rs. 9654.90 Million raised on a short term basis have been used for the purpose of acquisition of Fixed Assets and repayment of long-term loan.

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

19. The Company has not issued any debentures during the year; and does not have any debentures outstanding as at the year end.

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

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.



For and on behalf of

Lovelock & Lewes

Firm Registration Number: 301056E

Chartered Accountants

Prabal Sarkar

Place: Kolkata Partner

Date: 25 May 2012 Membership Number 52340

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of VISA Steel Limited (the "Company") as at 31 March 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the ‘Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the 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 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, Profit and 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 and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on 31 March 2010 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of afairs of the company as at 31 March 2010;

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

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

Annexure to Auditors Report

[Referred to in paragraph 3 of the Auditors Report of even date to the members of VISA Steel Limited on the financial statements for the year ended 31 March 2010]

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

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

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

2. (a) The inventory (excluding stocks with third parties)

has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

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

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

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

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

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

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. .

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax and entry tax as at 31 March 2010 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount Period to which the amount relates (Rs. Million

Income Tax Act, 1961 Wrong valuation of 5.49 Assessment Year 2003-04 Closing Stock and loans converted to equity

Income Tax Act, 1961 Under valuation of 44.56 Assessment Year 2004-05 Closing Stock and disallowance of interest

Income Tax Act, 1961 Disallowance of 10.24 Assessment Year 2006-07 certain expenses

Central Sales Tax Difference in 0.01 Financial Year 1999-2000 way bill value and invoice value (Orissa) Rules, 1957

Central Sales Tax Excess amount 0.01 Financial Year 2004-05 shown in ‘C Form (Orissa) Rules, 1957

Central Sales Tax Non-submission of 3.87 Financial Year 2005-06 ‘C Form (Orissa) Rules, 1957

Orissa Value Reversal of 16.90 Financial Year 2005-06 Consignment Sale, Input Tax Credit on Stock Added Tax Act, 2005

Orissa Entry Tax Adhoc freight 2.54 Financial Year 2004-05 addition for calculating landed cost Act, 1999

Orissa Entry Tax Purchase of coal 43.57 Financial Year 2005-06 and coke including freight Act, 1999

Orissa Sales Tax Non-payment of 0.01 Financial Year 2004-05 Surcharge Act, 1947

West Bengal Sales Tax Incorrectly 10.08 Financial Year 2003-04 assessed Gross Turnover Act, 1994

Name of the statute Forum where the dispute is pending

Income Tax Act, 1961 The Commissioner of Income Tax Appeals, Kolkata, West Bengal

Income Tax Act, 1961 The Commissioner of Income Tax Appeals, Kolkata, West Bengal

Income Tax Act, 1961 The Commissioner of Income Tax Appeals, Bhubaneswar, Orissa

Central Sales Tax (Orissa) Rules, 1957 Sales Tax Tribunal, Orissa, Appeal

Central Sales Tax (Orissa) Rules, 1957 The Asst. Commissioner of Sales Tax (Appeal), Jajpur Range, Jajpur Road, Orissa

Central Sales Tax (Orissa) Rules, 1957 The Commissioner of Commercial Taxes, Cuttack, Orissa

Orissa Value Added Tax Act, 2005 The Commissioner of Commercial Taxes, Cuttack, Orissa

Orissa Entry Tax Act, 1999 The Asst. Commissioner of Sales Tax (Appeals), Jajpur Range, Jajpur Road, Orissa

Orissa Entry Tax Act, 1999 The Commissioner of Commercial Taxes, Cuttack, Orissa

Orissa Sales Tax Act, 1947 The Asst. Commissioner of Sales Tax (Appeals), Jajpur Range, Jajpur Road, Orissa

West Bengal Sales Tax Act, 1994 The Asst. Commissioner of Commercial Taxes, (Appellate and Revisional Board), Kolkata, West Bengal



10. The Company has no accumulated losses as at 31 March 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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 provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and 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 during the year.

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

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

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

19. The Company has not issued any debenture during the period and accordingly the question of creation of security or charge does not arise.

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

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

For Lovelock & Lewes

Firm Registration Number : 301056E

Chartered Accountants

Partha Mitra

Place: Kolkata Partner

Date: 19 May 2010 Membership Number 50553