Rohit Ferro Tech Ltd Directors Report.

To

The Members of

M/s. Rohit Ferro-Tech Limited

Report on the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying Standalone Financial Statements of ROHIT FERRO–TECH LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounng policies and other explanatory informaon (hereinaer referred to as "the Standalone Financial Statements").

In our opinion and to the best of our informaon and according to the explanaons given to us , except for the possible effect of the maer described in the basis for qualified opinion secon of our report, the aforesaid Standalone Financial Statements give the informaon required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounng Standards prescribed under secon 133 of the Act read with the Companies (Indian Accounng Standards) Rules, 2015, as amended, ("Ind AS") and other accounng principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2019, the loss and total comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We draw your aenon to Note No. 45 of the accompanying standalone Financial Statements regarding non provision of interest expense on the borrowings of the Company amounng to Rs 25,357 Lacs for the year ended 31st March, 2019 (cumulave non provision of Rs 86,546 ll 31.03.2019) and penal interest and charges thereof (amount remaining unascertained) which is not in accordance with the requirements of Ind AS 23: Borrowing Costs read with Ind AS 109: Financial Instruments.

Had the aforesaid interest expense been recognized, the finance cost for the year ended 31st March, 2019 would have been Rs 30,367 Lacs instead of reported amount of Rs 5,010 Lacs. The total expenses for the year ended 31st March, 2019 would have been Rs 1,33,519 Lacs instead of Rs 1,08,162 Lacs. The Net Loss aer tax for the year ended 31st March, 2019 would have Rs 53,200 Lacs instead of reported amount of Rs 27,843 Lacs. Total comprehensive Loss for the year ended 31st March, 2019 would have been Rs 53,215 Lacs instead of reported amount of Rs 27,858 Lacs. Other equity as on 31st March, 2019 would have been Rs 2,19,250 Lacs instead of reported amount of Rs 1,32,704 Lacs and Other Current Financial Liability as on 31st March, 2019 would have been Rs 1,61,495 Lacs instead of reported amount of Rs 74,949 Lacs.

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auding (SAs) specified under secon 143(10) of the Companies Act, 2013. Our responsibilies under those Standards are further described in the Auditors Responsibilies for the Audit of the Standalone Financial Statements secon of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Instute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilies in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Material Uncertainty Relang to Going Concern

We draw your aenon to Note No. 44 of the financial statements regarding preparaon of the financial statements on going concern basis, for the reason menoned therein. The Company has incurred losses during the year ended 31.03.2019 and has accumulated losses as on 31st March, 2019. As on date the Companys current liabilies are substanally higher than its current assets and net worth has also been fully eroded. These condions indicate the existence of a material uncertainty that may cast significant doubt on the Companys ability to connue as going concern. The appropriateness of assumpon of going concern is crically dependent upon the Companys ability to raise requisite finance, generaon of cash flows in future to meet its obligaon and to earn profit in future.

Key audit maers

Key audit maers are those maers that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These maers 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 maers. We have determined the maers described below to be the key audit maers to be communicated in our report.

Sl. Key Audit Maer How our audit addressed the key Audit Maer
1 Accuracy of recognion, measurement, presentaon and disclosures of revenues and other related balances in view of adopon of Ind AS 115 "Revenue from Contracts with Customers" (new revenue accounng (standard) w.e.f 01.04..2018 Our audit procedures included the following:
The applicaon of the new revenue accounng standard involves certain key judgements relang to idenficaon of disnct performance obligaons, determinaon of transacon price of the idenfied performance obligaons, the appropriateness of the basis used to measure revenue recognized over a period. We have assessed the Companys process to idenfy the impact of adopon of the new revenue accounng standard. Our audit approach consisted tesng of the design and operang effecveness of the internal controls and substanve tesng as follows :
Addionally, new revenue accounng standard contains disclosures which involves collaon of informaon in respect of disaggregated revenue and periods over which the remaining performance obligaons will be sasfied subsequent to the balance sheet date. • Evaluated the design of internal controls relang to recording of efforts incurred and esmaon of efforts required to complete the performance obligaons.
• Selected a sample of contracts and through inspecon of evidence of performance of these controls, tested the operang effecveness of the internal controls relang to efforts incurred and esmated.
2 Claim and exposure relang to taxaon and ligaon The Company has material uncertain tax posions including maers in respect of disputed claims/levies under various taxes and legal maers. Our audit procedures included the following: Our audit procedures include the following substanve procedures:
The taxes and ligaon exposures have been idenfied as key audit maer due to: • Obtained understanding of key uncertain tax posions;
i. Ligaon cases require significant judgement due to complexity of the case and involvement of various authories. • We have reviewed and analysed key correspondences relang to dispute;
• We have discussed the maer for key uncertain tax posions with appropriate senior management;
ii. These involve significant management judgment to determine the possible outcome of the uncertain tax posions. • We have evaluated managements underlying key assumpons in esmang the tax provisions; and Assessed managements esmate of the possible outcome of the disputed cases;

Emphasis of Maer

As referred in Note No. 34 of the Standalone Financial Statements, the balance of sundry debtors, advances, creditors etc. includes balances remaining outstanding for a substanal period. The balances are subject to confirmaons and reconciliaon. The reported financials might have consequenal impact which remains unascertained.

Our report is not modified in these maers.

Informaon other than the Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for other informaon. The other informaon comprises the informaon included in the Companys Annual Return but does not include the Standalone Financial Statements and our Auditors report thereon.

Our opinion on the Standalone Financial Statements does not cover the other informaon and we do not express any form of assurance conclusion thereon.

In connecon with our audit of the Standalone Financial Statements, our responsibility is to read the other informaon and, in doing so, consider whether the other informaon 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 informaon; we are required to report that fact. We have nothing to report in this regard.

Responsibility of the Management for the Financial Statements

The Companys Board of Directors is responsible for the maers stated in secon 134(5) of the Companies Act, 2013 with respect to the preparaon of these Standalone financial statements that give a true and fair view of the financial posion and financial performance and cash flow of the Company in accordance with the accounng principles generally accepted in India, including the accounng Standards specified under secon 133 of the Act. This responsibility also includes maintenance of adequate accounng records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for prevenng and detecng frauds and other irregularies; selecon and applicaon of appropriate implementaon and maintenance of accounng policies; making judgments and esmates that are reasonable and prudent; and design, implementaon and maintenance of adequate internal financial controls, that were operang effecvely for ensuring the accuracy and completeness of the accounng records, relevant to the preparaon and presentaon of the standalone financial statement 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 is responsible for assessing the Companys ability to connue as a going concern, disclosing, as applicable, maers related to going concern and using the going concern basis of accounng unless management either intends to liquidate the Company or to cease operaons, or has no realisc alternave but to do so.

Those Board of Directors are also responsible for overseeing the Companys financial reporng process.

Auditors Responsibilies for the Audit of the Financial Statements

Our objecves 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 auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

• Idenfy and assess the risks of the material misstatement of the financial statement, 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 detecng a material misstatement resulng from fraud is higher than for one resulng from error, as fraud may involve collusion, forgery, intenonal omissions, misrepresentaons, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under secon 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operang effecveness of such controls.

• Evaluate the appropriateness of accounng policies used and the reasonableness of accounng esmates and related disclosures made by the management.

• Conclude on the appropriateness of managements use of the going concern basis of accounng and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condions that may cast significant doubt on the Companys ability to connue as a going concern. If we conclude that a material uncertainty exists, we are required to draw aenon in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors report. However, future events or condions may cause the Company to cease to connue as a going concern.

• Evaluate the overall presentaon, structure and content of the Financial Statements, including the disclosures, and whether the financial statements represent the underlying transacons and events in a manner that achieves fair presentaon.

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

We communicate with those charged with governance regarding, among other maers, the planned scope and ming of the audit and significant audit findings, including any significant deficiencies in internal control that we idenfy during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relaonships and other maers that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the maers communicated with those charged with governance, we determine those maers that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit maers. We describe these maers in our auditors ‘report unless law or regulaon precludes public disclosure about the maer or when, in extremely rare circumstances, we determine that a maer 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 communicaon.

Report on Other Legal and Regulatory Requirements

I. As required by the Companies (Auditors Report ) Order, 2016 ("the Order"), issued by the Central Government Of India in terms of sub-secon(11) of Secon 143 of the Companies Act, 2013, we give in the Annexure A, a Statement on the maers specified in paragraphs 3 and 4 of the Order , to the extent applicable.

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

a) Except for the possible effect of the maer described in the basis for qualified opinion secon of our report, we have sought, and obtained all the informaon and explanaons which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) Except for the possible effect of the maer described in the basis for qualified opinion secon of our report, i n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examinaon 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 accounts.

d) Except for the possible effect of the maer described in the basis for qualified opinion secon of our report, i n our opinion, the aforesaid standalone financial statements comply with the Accounng Standards specified under Secon 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) The maer described in the basis for qualified opinion secon of our report, may have adverse effect on the funconing of the Company.

f) On the basis of the wrien representaons received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Secon 164 (2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporng of the Company and the operang effecveness of such controls, refer to our separate Report in "Annexure B".

h) With respect to the other maers to be included in the Auditors Report in accordance with the requirements of secon 197(16) of the Act, as amended :

In our opinion and to the best of our informaon and according to the explanaons given to us, the remuneraon paid by the Company to its directors during the year is in accordance with the provisions of secon 197 of the Act.

i) With respect to the other maers 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 informaon and according to the explanaons given to us:

a) The Company has disclosed the impact of pending ligaons on the financial posion in the Standalone Financial Statements. Refer Note 32 to its standalone financial statements.

b) The Company did not have any long term contracts including derivave contracts for which there were any material foreseeable losses;

During the year, the Company has transferred an amount of Rs 1.46 Lacs to Investor Educaon and Protecon Fund pertaining to unpaid dividend for the year 2010-11.

"Annexure A" to the Independent Auditors Report

The Annexure A referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirements of our report of even date to the fi nancial statements of the Company for the year ended March 31, 2019, we report that:

(i) (a) The Company is maintaining proper records showing full par culars, including quan ta ve details and situa on, of property, plant and equipment.

(b) The Property, plant and equipment of the Company have been physically verifi ed by the management during the year and no material discrepancies were no ced on such verifi ca on. In our opinion, the periodicity of physical verifi ca on is reasonable having regard to the size of the Company and nature of its assets.

(c) According to the informa on and explana ons given to us and on the basis of our examina on of the records of the Company, the tle deeds of immovable proper es are held in the name of the Company.

(ii) The inventory has been physically verifi ed by the management during the year at reasonable intervals. In our opinion the frequency of such verifi ca on is reasonable. The discrepancies no ced on verifi ca on between the physical stocks and the book records were not material having regard to the size of the opera on of the Company and the same have been properly dealt with in the books of account.

(iii) The Company has not granted any loans, secured or unsecured, to companies, fi rms, or other par es covered in the register maintained under sec on 189 of the Companies Act 2013. Therefore the repor ng under Paragraph 3(iii) is not applicable to the Company.

(iv) In our opinion and according to the informa on and explana on given to us, the Company has complied with the provisions of sec on 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securi es, as applicable.

(v) The Company has not accepted any deposits from the public and consequently, the direc ves issued by Reserve Bank of India and provisions of Sec on 73 to Sec on 76 or any other relevant provisions of the Companies Act 2013 and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of manufacture of Ferro alloys & Minerals and Iron & steel pursuant to the Rules made by the Central Government for the maintenance of cost records under Sec on 148(1) of the Companies Act, 2013, and we are of the opinion that prima facie, the records have been maintained. We have however not made a detailed examina on of the records with a view to determining whether they are accurate and complete.

(vii) (a) According to the informa on and explana on given to us and on the basis of our examina on of the books of account, the Company has generally delayed in deposi ng undisputed statutory dues including Provident Fund, Income tax, sales tax, Service Tax, Duty of customs, value added tax, GST, cess and other statutory dues during the year with appropriate authori es.

According to the informa on and explana on given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2019 for a period of more than six months from the date on when they become payable except the following :

Statutory Liabili es unpaid for a period exceeding six months as on 31.03.2019

SL. No. Nature of Dues Amount Involved
(Rs in Lacs)
1 Excise Duty 724.41
2 Service Tax 552.97
3 Entry Tax 92.22
4 VAT 31.95
5 STDS 41.63
6 Welfare Cess 5.57
Total 1,448.75

(b) According to the informa on and explana ons given to us and records of the Company examined, there were no dues in respect of provident fund, employees state insurance, income taxes, sales taxes/ value added taxes, service taxes, duty of customs, excise du es, GST, cess etc. which have not been deposited with the appropriate authori es on account of any dispute except the followings:

Disputed Liabilies remain unpaid as on 31.03.2019

Name of the Statute Nature of Dues Amount in lacs Period to which the amount relates Forum where the dispute is pending
Central Excise Act,1994 Cenvat credit 409.59 Feb 05-Jun 09 CESTAT
Cenvat credit 51.81 2007-08 Commissioner Appeal
Cenvat credit 108.80 Sep 2012-Aug 2014 CESTAT
Cenvat credit 6.85 2012-13 Commissioner (Appeal)
Sub Total 577.04
Central Excise Act,1994 Excise Duty 26.24 2009-10 to 2012-13 CESTAT
Excise Duty 26.81 2011-12 CESTAT
Excise Duty 1,259.04 2014-15 CESTAT
Excise Duty 48.95 2008-2013 CESTAT
Excise Duty 2.71 April, 2013 - December, 2013 CESTAT
Excise Duty 75.08 January, 2014- September, 2014 CESTAT
Excise Duty 7.47 October, 2014 to November, 2014 CESTAT
Excise Duty 31.86 December, 2014 to May 2015 CESTAT
Excise Duty 1.29 2015-16 CESTAT
Excise Duty 3.65 2004-05 CESTAT
Excise Duty 0.10 2005-07 CESTAT
Excise Duty 84.86 January, 2008 to March 2008 CESTAT
Excise Duty 4.22 October, 2009 to July, 2010 CESTAT
Excise Duty 4.31 2006-2009 CESTAT
Excise Duty 14.56 2006-07 Commissioner of Central Excise
Excise Duty 1,068.43 December, 2013 to June, 2017 Commissioner of CGST & Central Excise, Bhubaneswar Commissionerate, Bhubaneswar-751007 Mr. Deep Shekhar
Sub Total 2,659.56
Central Sales Tax Act, 1956 Sales Tax 11.90 01.04.2013 - 30.09.2015 JCCT
Sales Tax 12.11 01.04.2016 - 30.06.2017 JCCT
Sub Total 24.01
Finance act, 1994 Service Tax 2.59 2012-13 to 2015-16 Commissioner (Appeal), siliguri Appeal GST Taxpayer services Commissionerate
Service Tax 452.80 2012-13 to 2016-17 Commissioner Appeal
Service Tax 56.82 2007-08 to 2011-12 CESTAT
Service Tax 5.09 29.03.2014 to 12.06.2014 Assistant Commissioner of Service Tax Division, Haldia Commissionerate
Service Tax 128.50 2012-13 to 2015-16 BOLPUR COMMISSIONERATE
Service Tax 186.45 2012-13 to 2016-17 BOLPUR COMMISSIONERATE
Service Tax 18.79 2012-13 Durgapur Audit Commissionerate
Service Tax 27.17 April 2006 to Dec 2008 Commissioner of Central Excise
Service Tax 1.20 2012-13 To 2015-16 Durgapur Commissionerate
Sub Total 879.40
Income Tax Act, 1961 Income Tax 929.96 A.Y. 2014-15 CIT(A)
Income Tax 3,099.23 A.Y. 2013-14 CIT(A)
Income Tax 17.19 A.Y. 2012-13 CIT(A)
Income Tax 2,098.98 A.Y. 2011-12 CIT(A)
Income Tax 72.06 A.Y. 2010-11
Sub Total 6,217.42
Odisha Vat Act, 2004 Odisha VAT 49.35 2008-09 Commissioner of Commercial Tax
Odisha VAT 23.58 01.04.2013 - 30.09.2015 JCCT
Sub Total 72.94
The Central Sales Tax Act, 1956 & West Bengal Vat Act, 2005 Entry Tax 823.88 2012-13 Honble Members of the West Bengal Taxes Appellete Board, Kolkata
Entry Tax 1,201.37 2013-14 Honble Members of the West Bengal Taxes Appellete Board, Kolkata
Entry Tax 1,201.37 2014-15 Honble Members of the West Bengal Taxes Appellete Board, Kolkata
Entry Tax 402.41 2015-16 Honble Members of the West Bengal Taxes Appellete Board, Kolkata
Sub Total 3,629.03
The Central Sales Tax Act, 1956 & West Bengal Vat Act, 2005 WB VAT & CST 89.19 2006-07 Honble Members of the West Bengal Taxes
Appellete Board, Kolkata
WB VAT & CST 219.45 2007-08 Honble Members of the West Bengal Taxes Appellete Board, Kolkata
West Bengal Vat Act, 2005 WB VAT 59.34 2014-15 Addional Commissioner of Commercial Tax, West Bengal
WB VAT 210.61 2015-16 Addional Commissioner of Commercial Tax, West Bengal
Sub Total 578.59
Employees Provident Employees 1.80 1996- 2014 Provident Fund Commissioner
Fund Act 1952 Provident Fund
Sub Total 1.80
DRI, Kolkata Customs duty 40.35 2015-16 DRI, Kolkata
Customs duty on ship demurrage charges 500.00 2007- 2017
Sub Total 540.35
Total 15,180.14

(viii) Based upon the audit procedures performed and according to the records of the Company examined by us and the informa on and explana on given to us, the Company has defaulted in payment of interest and repayment of principal on borrowings to banks as follows:

[Rs in Lacs)
Parculars Amount of default as on 31.03.2019 Period of default
Principal Repayment Interest (Net of Reversals)
RUPEE TERM LOAN
Allahabad Bank 2,246.00 486.88
Canara Bank 412.74 1,134.69 Quarter ending 31st Dec, 2015 to 31st March 2019
Exim Bank 1,602.00 3,806.66
State Bank of India 9,827.84 228.91
United Bank of India 1,992.72 -719.80
Total 16,081.30 4,937.34
WORKING CAPITAL TERM LOAN
Allahabad Bank 264.24 106.00
Andhra Bank 214.38 546.57
Bank of Baroda 801.00 -
Cental Bank Of India 41.58 -0.00 Quarter ending 31st Dec, 2015 to 31st March 2019
Punjab Naonal Bank 772.56 -
State Bank of India 4,350.78 (48.82)
United Bank of India 2,141.64 -
Uco Bank 524.70 305.79
Total 9,110.88 909.54
FUNDED INTEREST TERM LOAN
Allahabad Bank 1,695.39 -47.29
Andhra Bank 314.86 215.43
Bank of Baroda 979.90 -
Canara Bank 391.96 251.98
Central Bank of India 220.09 -53.39 Quarter ending 31st Dec, 2015 to 31st March 2019
Exim Bank 1,511.07 694.53
Punjab Naonal Bank 1,103.28 1.00
State Bank of India 11578.40 148.96
United Bank of India 4,118.70 -
Uco Bank 577.05 105.16
Total 22,490.70 1,316.38
WORKING CAPITAL LOAN
Allahabad Bank (CC) - 771.31
Andhra Bank (CC) - 1,172.70
Bank of Baroda (CC) - 364.88
Central Bank of India (CC) - -0.55 Quarter ending 31st Dec, 2015 to 31st March 2019
Punjab Naonal Bank (CC) - 171.44
State Bank of India (CC) - 1395.77
United Bank of India (CC) - -6.25
Uco Bank (CC) - 345.51
Total - 4,214.80
Grand Total 47,682.88 11,378.07

The unprovided liability amounng to Rs 86,546 lacs as referred in Note No. 45 of the Standalone Financial Statements connued to be a default. The Company does not have any loans or borrowings from the government and has not issued any Debentures.

(ix) Based upon the audit procedures performed and the informaon and explanaons given by the management, the Company has not raised moneys by way of inial public issue/ follow-on offer (including debt instruments) and term loans.

(x) Based upon the audit procedures performed and the informaon and explanaons given by the management, we report that no fraud by the Company or on the Company by its officers or employees has been noced or reported during the year.

(xi) Based upon the audit procedures performed and the informaon and explanaons given by the management, the managerial remuneraon has been paid or provided in accordance with the requisite approvals mandated by the provisions of secon 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion and according to the informaon and explanaons given to us, the Company is not a Nidhi Company. Therefore, the reporng under Paragraph 3 (xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the informaon and explanaons given to us, all transacons with the related pares are in compliance with Secon 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Standalone Financial Statements as required by the applicable Accounng Standards.

(xiv) According to the informaon and explanaon given to us and based on our examinaon of the records of the Company, the Company has not made any preferenal allotment or private placement of shares of fully or partly converble debentures and hence reporng under paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) Based upon the audit procedures performed and the informaon and explanaons given by the management, the Company has not entered into any non-cash transacons with directors or persons connected with them. Accordingly, the reporng under Paragraph 3 (xv) of the Order is not applicable to the Company and hence not commented upon.

(xvi) In our opinion, the Company is not required to be registered under secon 45 IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls Over Financial Reporng under Clause (i) of Sub-secon 3 of Secon 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporng of M/s. ROHIT FERRO-TECH LIMITED ("the Company") as of 31st March, 2019 in conjuncon with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporng criteria established by the Company considering the essenal components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporng issued by the Instute of Chartered Accountants of India (‘ICAI). These responsibilies include the design, implementaon and maintenance of adequate internal financial controls that were operang effecvely for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevenon and detecon of frauds and errors, the accuracy and completeness of the accounng records, and the mely preparaon of reliable financial informaon, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporng based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporng (the "Guidance Note") issued by the Instute of Chartered Accountants of India and the Standards on Auding issued by ICAI and prescribed under secon 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Instute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporng was established and maintained and if such controls operated effecvely in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporng and their operang effecveness. Our audit of internal financial controls over financial reporng included obtaining an understanding of internal financial controls over financial reporng, assessing the risk that a material weakness exists, and tesng and evaluang the design and operang effecveness of internal control based on the assessed risk. 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.

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

Meaning of Internal Financial Controls over Financial Reporng

A companys internal financial control over financial reporng is a process designed to provide reasonable assurance regarding the reliability of financial reporng and the preparaon of Standalone financial statements for external purposes in accordance with generally accepted accounng principles. A companys internal financial control over financial reporng includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transacons and disposions of the assets of the company; (2) provide reasonable assurance that transacons are recorded as necessary to permit preparaon of Standalone financial statements in accordance with generally accepted accounng principles, and that receipts and expenditures of the company are being made only in accordance with authorizaons of management and directors of the company; and (3) provide reasonable assurance regarding prevenon or mely detecon of unauthorized acquision, use, or disposion of the companys assets that could have a material effect on the standalone financial statements.

Inherent Limitaons of Internal Financial Controls Over Financial Reporng

Because of the inherent limitaons of internal financial controls over financial reporng, 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, projecons of any evaluaon of the internal financial controls over financial reporng to future periods are subject to the risk that the internal financial control over financial reporng may become inadequate because of changes in condions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporng and such internal financial controls over financial reporng were operang effecvely as at 31 March 2019, based on the internal control over financial reporng criteria established by the Company considering the essenal components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporng issued by the Instute of Chartered Accountants of India.

For R. Kothari & Company
Chartered Accountants
FRN: 307069E
CA Manoj Kumar Sethia
Place: Kolkata Partner
Date: 28th May, 2019 Membership No.: 064308