Auditor Report of Gujarat Wedge Wire Screens Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of GUJARAT WEDGE WIRE SCREENS LTD., which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended March 31, 2014, and a summary of significant accounting policies and other explanatory information.

Management''s responsibility for the financial statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. read with General Circular 8/2014 dated April 4, 2014 issued by the Ministry of Corporate Affaris to the extent applicable. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s responsibility:

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

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

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

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the financial statements subject to note no. 26 for under provision of gratuity of Rs.4.19 lacs give the information required by the Companies Act, 1956, read with General Circular 8/2014 dated April 4, 2014 issued by the Ministry of Corporate Affairs to the extent applicable, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) in the case of the Profit and Loss Account, of the profit for the year ended March 31, 2014 and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended March 31, 2014.

Report on other legal and regulatory requirements:

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

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

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

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

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

d) in our opinion, the Balance Sheet and the Statement of Profit and Loss, subject to note no. 26 for under provision of gratuity of ^ 4.19 lacs, comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956, read with General Circular 8/2014 dated April 4, 2014 issued by the Ministry of Corporate Affairs to the extent applicable.;

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

ANNEXURE TO THE AUDITORS'' REPORT To, The Members, GUJARAT WEDGE WIRE SCREENS LIMITED, VADODARA,

i. (a) The company has the basic records showing full particulars, including quantitative details and situation of Fixed Assets. However these records need to be organized so as to identify all costs with individual assets and also show the location and work out written down value of each item.

(b) These fixed assets have been physically verified by fhe management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us, the company has not disposed off substantial part of fixed assets during the year.

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

(b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of inventory followed by the management were found 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 records of inventory, in our opinion, the Company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operations of the Company.

iii. (a) The company has not granted any loans, secured or unsecured to companies, firm or other parties covered in register maintained u/s 301 of the Act.

(b) The company has not taken unsecured loans from any party covered in the register maintained under section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of the inventory, fixed assets and with regards to sale of goods and services. During the course of the audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v. According to the information and explanations given to us,

(a) We are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and to the information and explanation given to us, the Company has not made any transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 exceeding the value of rupees five lacs in respect of any party during the year.

vi. The Company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed therunder.

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

viii. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government of India for the maintenance of cost records under section 209(l)(d) of the Companies Act, 1956. We 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. According to the information and explanation given to us,

(a) The company is generally 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) No undisputed amounts payable in respect of provident fund, investor education & protection fund, employees state insurance, income tax, wealth tax, service tax, sales tax, customs duty, excise duty, cess & other undisputed statutory dues were outstanding, at the year end, for a period of more than 6 months from the date they became payable.

(c) There are no dues of income tax, wealth tax, service tax, custom duty, excise duty and cess, which have not been deposited on account of any dispute.

x. The Company''s accumulated losses at the end of the financial year are less than fifty per cent of its net worth. The company has not incurred cash losses in the financial year. It had incurred cash losses in the immediately preceeding financial year.

xi. In our opinion and according to the information and explanation given to us, the company has not defaulted in any repayment of dues to the bank. The company has not taken any loans from the financial institutions nor has issued any debentures during the financial year.

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

xiii. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order 2004 (together ""the Order"), are not applicable to the company.

xiv. In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order 2004 (together "the Order"), are not applicable to the company.

xv. The company has not given any guarantee for loans taken by others.

xvi. The company did not have any term loans outstanding during the year.

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 not used any funds raised on short-term basis for long-term investment.

xviii. The company has not made any preferential allotment to parties covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The company had not issued any debentures in respect of which any security or charge was required to be created.

xx. The company did not raise any money by public issue during the year.

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

For Shah Sanghvi & Co.

Chartered Accountants

Firm Registration No. 109794W

J. P. Shah

Place : VADODARA Proprietor

DATE : May 30, 2014 M. No.34010

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Mar 31, 2012

We have audited the attached Balance sheet of GUJARAT WEDGE WIRE SCREENS LIMITED as at 31st March 2012 and also the Profit and Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors' 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 (hereinafter referred to as 'the Act') we enclose in the Annexure a statement on the matters specified in the Paragraph 4 & 5 of the said Order.

Further to our comments in the Annexure referred to 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, the Company has kept proper books of account as required by Law so far as appears from our examination of those books.

c) The Balance sheet, the Profit and Loss Account 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 Profit and Loss Account 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 Companies Act, 1956.

e) On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March 2012 from being appointed as a director, in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said account give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view subject to note no. 25 (a) for non provision of CST Liability of Rs. 4.31 lacs & 35 (b) for under provision of gratuity of Rs. 7.43 lacs in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance sheet, of the state of affairs of the company as at 31st March, 2012,

ii) In the case of the Profit and Loss Account, of the loss of the company 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.

ANNEXURE TO THE AUDITORS' REPORT

To,

The Members,

GUJARAT WEDGE WIRE SCREENS LIMITED,

BARODA.

i. (a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us, the company has not disposed off substantial part of fixed assets during the year.

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

(b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of inventory followed by the management were found 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 records of inventory, in our opinion, the Company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operations of the Company.

iii. (a) The company has not granted any loans, secured or unsecured to companies, firm or

other parties covered in register maintained u/s 301 of the Act.

(b) The company has not taken unsecured loans from any party covered in the register maintained under section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of the inventory, fixed assets and with regards to sale of goods and services. During the course of the audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v. According to the information and explanations given to us,

(a) We are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and to the information and explanation given to us, the Company has not made any transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 exceeding the value of rupees five lacs in respect of any party during the year.

vi. The Company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed ther under.

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

viii. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government of India. The maintenance of cost records has been prescribed and we 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. According to the information and explanation given to us-

(a) The company is generally 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) No undisputed amounts payable in respect of provident fund, investor education & protection fund, employees state insurance, income tax, wealth tax, service tax, sales tax, customs duty, excise duty, cess & other undisputed statutory dues were outstanding, at the year end, for a period of more than 6 months from the date they became payable.

(c) There are no dues of income tax, wealth tax, service tax, custom duty, excise duty and cess, which have not been deposited on account of any dispute.

According to the information and explanations given to us, particulars of outstanding dues of Sales Tax not deposited on account of any dispute are given below:

Name of Nature of Period Amount Forum where the the Statute the dues (Rs.in Lacs) dispute is pending

Sales Tax Act Sales Tax 1994-1995 0.68 Deputy Commissioner Sales Tax

Sales Tax Act Sales Tax 1995-1996 3.63 Deputy Commissioner Sales Tax

x. The Company's accumulated losses at the end of the financial year are less than fifty per cent of its net worth. The company has incurred cash losses in the financial year. It has not incurred cash losses in the immediately preceeding financial year.

xi. In our opinion and according to the information and explanation given to us, the company has not defaulted in any repayment of dues to the bank. The company has not taken any loans from the financial institutions nor has issued any debentures during the financial year.

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

xiii. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order 2004 (together "the Order'), are not applicable to the company;

xiv. In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order 2004 (together 'the Order'), are not applicable to the company.

xv. The company has not given any guarantee for loans taken by others.

xvi. The company did not have any term loans outstanding during the year.

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 not used any funds raised on short-term basis for long-term investment.

xviii. The company has not made any preferential allotment to parties covered in the register maintained under section 301 of the Companies Act, 1956.

xiv. The company had not issued any debentures in respect of which any security or charge was required to be created.

xx. The company did not raise any money by public issue during the year.

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

For Shah Sanghvi & Co. Chartered Accountants

Firm Registration No. 109794W

J. P. Shah

Place : VADODARA Proprietor

DATE : 01.09.2012 M. No.34010

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Mar 31, 2010

We have audited the attached Balance sheet of GUJARAT WEDGE WIRE SCREENS LIMITED as at 31st March 2010 and also the Profit and Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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 (hereinafter referred to as "the Act") we enclose in the Annexure a statement on the matters specified in the Paragraph 4 & 5 of the said Order.

Further to our comments in the Annexure referred to 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, the Company has kept proper books of account as required by Law so far as appears from our examination of those books.

c) The Balance sheet, the Profit and Loss Account 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 Profit and Loss Account 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 Companies Act, 1956..

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said account give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view subject to note no. 11(1) for non provision of CST Liability of Rs. 3.40 lacs & 11(3) for under provision of gratuity of Rs. 12,67,503/-,

in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance sheet, of the state of affairs of the company as at 31st March,

2010,

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

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

ANNEXURE TO THE AUDITORS REPORT

i. (a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us, the company has not disposed off substantial part of fixed assets during the year.

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

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of inventory followed by the management were found 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 records of inventory, in our opinion, the Company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operations of the Company.

iii. (a) The company has not granted any loans, secured or unsecured to companies, firm or other parties covered in register maintained u/s 301 of the Act.

(b) The company has taken unsecured loans from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 7.00 Lacs and the year end balance of the loan taken from such company was Rs. Nil.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken are, prima facie, not prejudicial to the interest of the company. We have no comments relating to regularity of payment of the principal amounts, as the terms of repayment are not stipulated. There is no overdue amount. The loan is repaid in full during the year.

iv. In our opinion and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of the inventory, fixed assets and with regards to sale of goods and services. During the course of the audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v. According to the information and explanations given to us,

(a) We are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and to the information and explanation given to us, the Company has not made any transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 exceeding the value of rupees five lacs in respect of any party during the year.

vi. The Company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed therunder.

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

viii. According to the information and explanation given to us, the Central Government has not prescribed the maintenance of Cost records under clause (d) of sub section (1) of section 209 of Companies Act, 1956 in respect of any of the products manufactured by the company.

ix. According to the information and explanation given to us-

(a) The company is generally 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) There is no undisputed amounts payable in respect of, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, cess were in arrears, as at 31.03.2010, for a period of more than six months from the date they become payable.

(c) There are no dues of income tax, wealth tax, service tax, custom duty, excise duty and cess, which have not been deposited on account of any dispute.

According to the information and explanations given to us, particulars of outstanding dues of Sales Tax not deposited on account of any dispute are given below:





Name of Nature of Period Amount Forum where the

the Statute the dues (Rupees in Lacs) dispute is pending

Sales Tax Act Sales Tax 1994-1995 0.68 Tribunal (s)

Sales Tax Act Sales Tax 1995-1996 3.63 Tribunal (s)

Sales Tax Act* Sales Tax 1998-1999 3.40 ---





* The appeal filed by the company was dismissed as on 28/04/2009 by Honorable Tribunal. Company is advised to file second appeal to Gujarat High Court, Ahmedabad.

x. The Company does not have accumulated losses at the end of the financial year and it has not incurred any cash losses in the current year and in the immediately preceeding the financial year.

xi. In our opinion and according to the information and explanation given to us, the company has not defaulted in any repayment of dues to the bank. The company has not taken any loans from the financial institutions nor has issued any debentures during the financial year.

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

xiii. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order 2004 (together "the Order") are not applicable to the company;

xiv. In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order 2004 (together "the Order"), are not applicable to the company.

xv. The company has not given any guarantee for loans taken by others.

xvi. As informed to us, the term loans were applied for the purpose for which the loans 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 not used any funds raised on short-term basis for long-term investment.

xviii. The company has not made any preferential allotment to parties covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The company had not issued any debentures in respect of which any security or charge was required to be created.

xx. The company did not raise any money by public issue during the year.

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

For Shah Sanghvi & Co.

Chartered Accountants

J. P. Shah

Place : VADODARA Proprietor

DATE : 31-08-2010 M. No.34010