Auditor Report of Gaekwar Mills Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of THE GAEKWAR
MILLS LIMITED which comprises of Balance Sheet as at 31st March, 2024 and the
Statement of Profit and Loss, Statement of changes in equity and the Cash Flow Statement
for the year ended and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information (hereinafter referred to as "the
standalone financial statements”)

In our opinion and to the best of our information and according to the explanations given to
us, the Standalone financial statements give the information required by the Companies Act,
2013 (the Act) in the manner so required and give a true and fair view in conformity with the
Indian Accounting Standards prescribed under section 133 of the Act read with the Companies
( Indian Accounting Standards) Rules 2015 as amended , (‘Ind AS’) and other accounting
principles generally accepted in India, of state of affairs of the Company as at March 31, 2024
and its losses, total comprehensive income, changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters were

addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditors’ Report Thereon

The Company’s Board of Directors are responsible for the other information. The other
information comprises of the information included in the Board’s Report including Annexures
to the Board’s report, Management Discussion and Analysis Report and Business
Responsibility Report but does not include Standalone financial statements and our report
thereon.

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

In connection with our audit of the Standalone financial statements, our responsibility is to
read the other information and in doing so, consider whether the other information is materially
inconsistent with the standalone financial statements or our knowledge obtained during course
of our audit or otherwise appears to be materially misstated.

If, based on the work we performed, we conclude that there is a material misstatement of the
other information; we are required to report the fact. We have nothing to report in this regard.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the
Companies Act, 2013 ("the Act”) with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance, total
comprehensive income, changes in equity and cash flows of the Company in accordance with
the IND As and other accounting principles generally accepted in India.

This responsibility also includes the maintenance of adequate accounting records in
accordance with the provision of the Act for safeguarding of the assets of the Company and
for preventing and detecting the frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of internal financial control, that were
operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the standalone financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or
error.

In preparing the financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to

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

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

Auditors’ Responsibility

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional scepticisms 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 financial controls 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 system 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.

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.

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

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

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 issued by the Central
Government of India in terms of Section (11) of section 143 of the Act (hereinafter
referred to as the "Order”) and on 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, a statement on the matters
specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The Balance Sheet, Statement of Profit and Loss Account and Cash Flow
statement and the statement in Changes in Equity dealt with by this report are
in agreement with the relevant books of account;

d) In our opinion, the aforesaid Standalone financial statements comply with the
Ind AS specified under Section 133 of the Act.

e) On the basis of written representations received from the directors, as on 31st
March, 2024, and taken on record by the Board of Directors, we

Report that none of the directors is disqualified as on 31st March, 2024 from
being appointed as a director in terms section 164(2) of the Act.

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

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

a) The Company has disclosed the impact of pending litigations on its financial
position its standalone financial statements ;

b) The Company did not have any long-term contracts including derivatives
contracts for which there were any material foreseeable losses.

c) There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.

d) a. The Management has represented that, to the best of its knowledge and

belief other than as disclosed in the notes to accounts, no funds have
been advanced or loaned or invested by the Company to or in any other
persons or entities, including foreign entities, with 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 by or behalf of the Company( Ultimate beneficiaries) or
provide any guarantees, security or the like on behalf of the ultimate
beneficiaries.

b. The Management has represented that, to the best of its knowledge and
belief, other than as disclosed in the notes to the accounts, no funds have
been received by the Company from any persons or 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.

c. Based on such audit procedures that we have considered reasonable and
appropriate in the circumstances; nothing has come to our notice that has
caused us to believe that the representations under (a) and (b) contain
any material mis-statement.

e) The Company has not paid any Dividend during the current year in respect of
the same declared for the previous year of which is in compliance of Section
123 of the Companies Act, 2013 to the extent it applies for payment of dividend.

f) The reporting under Rule 11(g) of Companies (Audit and Auditors) Rules,
2014 is applicable from 1st April, 2023: Based on our examination, the
company has used accounting software for maintaining books of account
using which has a feature of recording audit trail (edit log) facility and has
operated throughout the year.

(C) With respect to matter to be included in Auditors’ Report under section 197(16) of
the Act no managerial remuneration was paid/provided by the Company to tis
directors during the year.

For M D PANDYA & ASSOCIATES

Chartered Accountants

Reg. no. 107325W

Sd/-

M. D. PANDYA
Partner

Membership No.:033184
Mumbai,

Dated: 29^th May, 2024
UDIN: 24033184BKBUME8700

---

Mar 31, 2014

We have audited the accompanying financial statements of THE GAEKWAR MILLS LTD which comprises of Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13th September 2013 issued by the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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

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 give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

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

(ii) in the case of the Statement of 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 flows for the year.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003, (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter to referred to as (''the Act'') we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

(i.) 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;

(ii.) 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

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

(iv.) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards notified under the Act read with General Circular l5/2013 dated 13th September 2013 issued by the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

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

REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR REPORT OF EVEN DATE

As required by the Companies (Auditors Report) Order, 2003 issued under section 227(4) of the Companies Act, 1956, we make on the basis of such checks the books and records as we considered appropriate, the following statement on such of the matters specifies in the said order as are applicable to the Company:

i) (a) The Company has only Fixed Asset in form of land. The Company has maintained proper records to show full particulars including quantitative details and situation of the land.

i (b) The Company has not disposed off any Fixed Asset during the year.

ii. The Company does not carry any stock of finished goods, stores, spare parts and raw materials. In view of foregoing the provisions of 4(ii) of the order is not applicable.

iii. The company has not taken or granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4 (iii) (a) to (g) are not applicable to the Company.

iv. Having regard to the fact that there was no operation during the year, the internal control procedures were commensurate with the size of the Company.

v. The Company has not entered into any transactions within pursuance of any contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(v) (a) & (b) are not applicable to the Company.

vi. The Company has not accepted any deposits from the public. Accordingly clause 4 (vi) of the order is not applicable.

vii. The company did not have an internal audit system as there were no operations during the year.

viii. The Company did not carry on any activity during the year and hence question of maintenance of cost records as prescribed under section 209 (1) (d) of the Companies Act, 1956 does not arise.

ix. According to the records of the Company examined by us and the information and explanation given to us, the company is regular in depositing statutory dues with the appropriate authorities, as determined by the Scheme of Compromise/Arrangement under section 391 to 393 of the Companies Act, 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10th September, 2009 and modified by its orders dated 6th January, 2010, 7th January, 2010 and 8th April 2010.

x. The Company has incurred a cash loss and its accumulated losses at the end of the financial year are more than 50% of its net worth.

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 the payment of dues to any financial institution, banks or debenture holders as determined by the Scheme of Compromise/Arrangement under section 391 to 393 of the Companies Act, 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10th September, 2009 and modified by its orders dated 6th January, 2010, 7th January, 2010 and 8th April 2010.

xii. In our opinion and according to the information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii. The Company is not a chit fund or nidhi/mutual benefit fund/society, therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

xiv. According to information and explanation given to us, the Company has no dealing or trading in shares, securities, debentures and other investments, therefore the provisions of clause 4 (xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

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

xvi. According to information and explanation given to us, no new term loans were raised during the year.

xvii. According to information and explanation given to us, and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

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

xix. According to the scheme of Compromise/Arrangement under section 391 to section 393 of the Companies Act, 1956, for the revival of the company, as sanctioned by the Hon. Bombay High Court, the company has allotted 500 Non Convertible Debentures (Series B) of face value of Rs. 1,00,000/- aggregating to Rs.5,00,00,000/- during the year.

xx. The Company has not raised any money through a public issue during the year.

xxi. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR M.D. PANDYA & ASSOCIATES Chartered Accountants Reg No 107325 W

(M. D. PANDYA) Partner. Mem no 033184

PLACE: MUMBAI DATE: 30th May, 2014

---

Mar 31, 2013

1. We have audited the attached Balance Sheet of THE GAEKWAR MILLS LTD as at 31st March, 2013, and also the annexed Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors'' Report) Order, 2003, (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter to referred to as ''the Act'') we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

i. We have obtained all information and explanations which to the best of our knowledge & belief were necessary for the purpose of our audit;

ii. 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 these books.

iii. Subject to

The accounts of the company are prepared on the basis of the assumption of going concern taking into account that the Scheme of Compromise/Arrangement has been approved by the High Court of Judicature at Bombay vide their order dated 10th September, 2009., inspite of the fact that at the year end, the Net Worth of the Company was negative.

iv. The Balance Sheet, Profit and Loss account and cash flow statement dealt with by the report are in agreement with books of account ;

v. In our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

vi. In our opinion and as per the information and according to explanations given to us, no director is disqualified from being appointed as director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vii. In our opinion and to the best of our information and according to explanations given to us the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

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

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR REPORT OF EVEN DATE

As required by the Companies (Auditors Report) Order, 2003 issued under section 227(4) of the Companies Act, 1956, we make on the basis of such checks the books and records as we considered appropriate, the following statement on such of the matters specifies in the said order as are applicable to the Company:

i) (a) The Company has only Fixed Asset in form of land. The Company has maintained proper records to show full particulars including quantitative details and situation of the land.

i (b) The Company have not disposed off any Fixed Asset during the year.

ii. The Company does not carry any stock of finished goods, stores, spare parts and raw materials. In view of foregoing the provisions of 4(ii) of the order is not applicable.

iii. The company has not taken or granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4 (iii) (a) to (g) are not applicable to the Company.

iv. Having regard to the fact that there was no operation during the year, the internal control procedures were commensurate with the size of the Company.

v. The Company has not entered into any transactions within pursuance of any contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(v) (a) & (b) are not applicable to the Company.

vi. The Company has not accepted any deposits from the public. Accordingly clause 4 (vi) of the order is not applicable.

vii. The company did not have an internal audit system as there were no operations during the year.

viii. The Company did not carry on any activity during the year and hence question of maintenance of cost records as prescribed under section 209 (1) (d) of the Companies Act, 1956 does not arise.

ix. According to the records of the Company examined by us and the information and explanation given to us, the company is regular in depositing statutory dues with the appropriate authorities, as determined by the Scheme of Compromise/Arrangement under section 391 to 393 of the Companies Act, 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10th September, 2009 and modified by its orders dated 6th January, 2010, 7th January, 2010 and 8th April 2010.

x. The Company has incurred a cash loss & its accumulated losses at the end of the financial year are more than 50% of its net worth.

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 the payment of dues to any financial institution, banks or debenture holders as determined by the Scheme of Compromise/Arrangement under section 391 to 393 of the Companies Act, 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10th September, 2009 and modified by its orders dated 6th January, 2010, 7th January, 2010 and 8th April 2010.

xii. In our opinion and according to the information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii. The Company is not a chit fund or nidhi/mutual benefit fund/society, therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

xiv. According to information and explanation given to us, the Company has no dealing or trading in shares, securities, debentures and other investments, therefore the provisions of clause 4 (xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

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

xvi. According to information and explanation given to us, no new term loans were raised during the year.

xvii. According to information and explanation given to us, and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

xviii. The Company has not made preferential allotment of shares to Parties and companies covered in register maintained under Section 301 of the Act.

xix. In our opinion and according to the information and explanations given to us, the company has not issued any secured debentures during the year covered by our report. Accordingly, the provisions of Paragraph 4 (xix) of the Order are not applicable to the company.

xx. The Company has not raised any money through a public issue during the year.

xxi. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR M.lL PAND DA & ASSOCIATES

Chartered Accountants

Reg No 107325

(M. PANDCA)

Partner.

Mem no 033184

PLACE: MUMBAI

DATE: 31st May, 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of THE GAEKWAR MILLS LTD as at 31st MARCH, 2012, and also the annexed Profit and Loss Account of the Company for the year ended on that date annexed thereto. These Financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003, (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter to referred to as 'the Act') we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

i. We have obtained all information and explanations which to the best of our knowledge & belief were necessary for the purpose of our audit;

ii. 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 these books.

iii. Subject to

The accounts of the company are prepared on the basis of the assumption of going concern taking into account that the Scheme of Compromise/Arrangement has been approved by the High Court of Judicature at Bombay vide their order dated 10th September, 2009., inspite of the fact that at the year end, the Net Worth of the Company was negative.

iv. The Balance Sheet, Profit and Loss account and cash flow statement dealt with by the report are in agreement with books of account ;

v. In our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

vi. In our opinion and as per the information and according to explanations given to us, no director is disqualified from being appointed as director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vii. In our opinion and to the best of our information and according to explanations given to us the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

a) in case of Balance Sheet of the state of affairs of the Company as at 31st March, 2012.

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR REPORT OF EVEN DATE

As required by the Companies (Auditors Report) Order, 2003 issued under section 227(4) of the Companies Act, 1956, we make on the basis of such checks the books and records as we considered appropriate, the following statement on such of the matters specifies in the said order as are applicable to the Company:

i) (a) The Company has only Fixed Asset in form of land. The Company has maintained proper records to show full particulars including quantitative details and situation of the land.

(b) The Company has not disposed off any Fixed Asset during the year.

ii. The Company does not carry any stock of finished goods, stores, spare parts and raw materials. In view of foregoing the provisions of 4(ii) of the order is not applicable.

iii. The company has not taken or granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(iii) (a) to (d) are not applicable to the Company.

iv. Having regard to the fact that there was no operation during the year, the internal control procedures were commensurate with the size of the Company.

v. The Company has not entered into any transactions within pursuance of any contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(v) (a) & (b) are not applicable to the Company.

vi. The Company has not accepted any deposits from the public. Accordingly clause 4 (vi) of the order is not applicable.

vii. The company did not have an internal audit system as there were no operations during the year.

viii. The Company did not carry on any activity during the year and hence question of maintenance of cost records as prescribed under section 209 (1) (d) of the Companies Act, 1956 does not arise.

ix. According to the records of the Company examined by us and the information and explanation given to us, the company is regular in depositing statutory dues with the appropriate authorities, as determined by the Scheme of Compromise/Arrangement under section 391 to 393 of the Companies Act, 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10th September, 2009 and modified by its orders dated 6th January, 2010, 7th January, 2010 and 8th April 2010.

x. The Company has incurred a cash loss & its accumulated losses at the end of the financial year are more than 50% of its net worth.

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 the payment of dues to any financial institution, banks or debenture holders as determined by the Scheme of Compromise/Arrangement under section 391 to 393 of the Companies Act, 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10th September, 2009 and modified by its orders dated 6th January, 2010, 7th January, 2010 and 8th April 2010.

xii. In our opinion and according to the information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii. The Company is not a chit fund or nidhi/mutual benefit fund/society, therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company,

xiv. According to information and explanation given to us, the Company has no dealing or trading in shares, securities, debentures and other investments, therefore the provisions of clause 4 (xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

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

xvi. According to information and explanation given to us, no new term loans were raised during the year.

xvii. According to information and explanation given to us, and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

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

xix. According to the scheme of Compromise/Arrangement under section 391 to section 393 of the Companies Act, 1956, for the revival of the company, as sanctioned by the Hon. Bombay High Court, the company has allotted 3000 Non Convertible Debentures of face value of Rs. 1,00,000/- aggregating to Rs. 30,00,00,000/- during the year. The company has created a floating charge on all the present & future assets of the company.

xx. The Company has not raised any money through a public issue during the year.

xxi. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.



FOR M.D. PANDYA & ASSOCIATES Chartered Accountants Reg. No. 107325W

(M. D. PANDYA) Partner Mem. no. 033184

PLACE: MUMBAI DATE: 31st May, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of The Gaekwar Mills Ltd. as at 31st March 2011, and also annexed profit and loss account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We 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 misstatements. An audit includes examining, on a test basis evidence supporting the amounts and disclosures in 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 belive that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor Report) order 2003, (the order)issued by Central Government Of India in terms of section 227(4A) of the Companies Act, 1956 (hereinafter referred to as 'the Act') we enclose in the Annexure a statement on matters specified in paragraph 4 and 5 of the said order.

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

i. We have obtained all information and explanations which to the best of our knowledge & belief were necessary for the purpose of our audit;

ii. 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 these books.

iii. Subject to The accounts of the company are prepared on the basis of the assumption of going concern taking into account that the Scheme of compromise /arrangement has been approved by the High Court of judicature at Bombay vide their order dated 10th September, 2009inspite of the year end, the Net Worth of the company was negative.

iv. The Balance sheet, Profit and Loss account and cash flow statement dealt with by the report arc in agreement with books of account;

v. In our opinion, the profit and loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

vi. In our opinion and as per the information and according to explanations given to us, no director is disqualified from being appointed as director under clause (g) of sub-section (1) of section 274 of the companies Act, 1956.

vii. In our opinion and to the best of our information and according to explanations given to us the said accounts give the information required by the companies Act, 1956, in the manner so required and give true and fair view:

a. In case of Balance Sheet of the State of affairs of the Company as at 31st March 2011.

b. In case of profit and loss account of the loss for the year ended on that date.

c. In Case of the cash Flow statement, of the cash flow fort the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR REPORT OF EVEN DATE.

As required by the Companies (Auditors Report) order, 2003 issued under section 227(4) of the companies Act, 1956, we make on the basis of such checks the books and records as we considered appropriate, the following statement on such of the matters specifies in the said order as are applicable to the Company:

(i) (a) The Company has only Fixed Asset in form of land. The company has maintained proper records to show full particulars including quantitative details and situations of the land.

(b) The Company has not disposed off any Fixed Asset during the year.

(ii) The Company does not carry any stock of finished goods, stores, spares parts and raw materials. In view of the foregoing the provisions of 4(ii) of the order is not applicable.

(iii) The company has not taken or granted any loans, secured or unsecured to / from companies, firm or other parties covered in the register under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(iii) (a) to (d) are not applicable to the Company.

(iv) Having regard to the fact that there was no operation during the year, the internal control procedures were commensurate with the size of the company.

(v) The Company has not entered into any transactions within pursuance of any contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(v) (a) & (b) are not applicable to the Company.

(vi) The Company has not accepted any deposits from the public Accordingly clause 4 (vi) of the order is not applicable.

(vii) The Company did not have an internal audit system as there were no operation during the year.

(viii) The company did not carry on any activity during the year and hence question of maintenance of cost records as prescribed under section 209 (1) (d) of the Companies Act, 1956 does not arise.

(ix) According to the records of the Company examined by us and the information and explanation given to us, the company is regular in depositing statutory dues with the appropriate authorities, as determined by the Scheme of compromise / arrangement under section 391 to 393 of the Companies Act, 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10th September 2009 and modified by its orders dated 6th January 2010, 7th January 2010 and 8th April 2010.

(x) The Company has incurred a cash loss & its accumulated losses at the end of the financial year are more than 50% of its net worth.

(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 payment of dues to any financial institution, banks or debenture holders as determined by the Scheme of compromise / arrangement under section 391 to 393 of the Companies Act, 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10th September 2009 and modified by its orders dated 6th January 2010, 7th January 2010 and 8th April 2010.

(xii) In our opinion and according to the information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

(xiii) The Company is not a chit fund or nidhi / mutual benefit fund /society, therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

(xiv) According to information and explanation given to us, the Company has no dealing or trading in shares, securities debentures and other investments, therefore the provisions of clause 4(xiv) of the Companies (auditor Report) order 2003 are not applicable to the Company.

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

(xvi) According to information and explanation given to us, no new term loans were raised during the year.

(xvii) According to information and explanation given to us, and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

(xviii) The Company has not made preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Act.

(xix) According to Scheme of compromise / arrangement under section 391 to 393 of the Companies Act, 1956, for the revival of the company as sanctioned by the Hon. Bombay High Court, the Company has allotted 3000 non- convertible debentures of face value of Rs. 1,00,000/- aggregating to Rs. 30,00,00,000/- during the year. The Company has created a floating charge on all the present & future assets of the Company.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) According to information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For M.D. Pandaya & Associates Chartered Accoutants M.D. Pandya Partner Membership No. 033184

Place : Mumbai Date : 27th May 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of THE GAEKWAR MILLS LTD as at 31st MARCH, 2010, and also the annexed Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter to referred to as the Act) we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

ii. 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 these books.

iii. Subject to:

The accounts of the company are prepared on the basis of the assumption of going concern taking into account that the Scheme of Compromise/Arrangement has been approved by the High Court of Judicature at Bombay vide their order dated 10* September, 2009., inspite of the fact that at the year end, the Net Worth of the Company was negative.

iv. The Balance Sheet, Profit and Loss account and cash flow statement dealt with by the report are in agreement with books of account.

v. In our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

vi. In our opinion and as per the information and according to explanations given to us, no director is disqualified from being appointed as director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vii. In our opinion and to the best of our information and according to explanations given to us the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

a) in case of Balance Sheet - of the state of affairs of the Company as at 31* March, 2010.

b) in case of Profit and Loss Account - of the loss for the year ended on that date.

c) in the case of the Cash Flow Statement - of the cash flows for the year ended on that date. ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR REPORT OF EVEN DATE

As required by the Companies (Auditors Report) Order, 2003 issued under section 227(4) of the Companies Act, 1956, we make, on the basis of such checks of the books and records as we considered appropriate, the following statement on such of the matters specified in the said order as are applicable to the Company:

i (a) The Company has only Fixed Asset in form of land. The Company has maintained proper records to show full particulars including quantitative details and situation of the land.

i (b) The Company has not disposed off any Fixed Asset during the year.

ii. The Company does not carry any stock of finished goods, stores, spare parts and raw materials. In view of foregoing the provisions of 4(ii) of the order is not applicable.

iii. The company has not taken or granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(iii) (a) to (d) are not applicable to the Company.

iv. Having regard to the fact that there were no operation during the year, the internal control procedures were commensurate with the size of the Company.

v. The Company has not entered into any transactions within pursuance of any contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(v) (a) & (b) are not applicable to the Company.

vi. The Company has not accepted any deposits from the public. Accordingly clause 4 (vi) of the order is not applicable.

vii. The company did not have an internal audit system as there were no operations during the year.

viii. The Company did not carry on any activity during the year and hence question of maintenance of cost records as prescribed under section 209 (1) (d) of the Companies Act, 1956 does not arise.

ix. According to the records of the Company examined by us and the information and explanation given to us, the company is regular in depositing statutory dues with the appropriate authorities, as determined by the Scheme of Compromise/Arrangement under section 391 to 393 of the Companies Act, 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10th September, 2009 and modified by its orders dated 6rh January, 2010,7th January, 2010 and 8th April 2010.

x. The Company has incurred a cash loss & its accumulated losses at the end of the financial year are more than 50% of its net worth.

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 the payment of dues to any financial institution, banks or debenture holders as determined by the Scheme of Compromise/Arrangement under section 391 to 393 of the Companies Act, 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10* September, 2009 and modified by its orders dated 6th January, 2010,7th January, 2010 and 8th April 2010.

i xii. In our opinion and according to the information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii. The Company is not a chit fund or nidhi/mutual benefit fund/society, therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

xiv. According to information and explanation given to us, the Company has no dealing or trading in shares, securities, debentures and other investments, therefore the provisions of clause 4 (xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

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

xvi. According to information and explanation given to us, no new term loans were raised during the year.

xvii. According to information and explanations given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment

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

xix. According to the Scheme of Compromise/ Arrangement under Section 391 to 393 of the Companies Act, 1956, for the revival of the Company, as sanctioned by the Hon. Bombay High Court, the Company has allotted 3000 Non-Convertible Debentures of the face value of Rs. 1,00,000/- aggregating to Rs. 30,00,00,000/- during the year. The Company has yet to create security in respect of these debentures

xx. The Company has not raised any money through a public issue during the year.

xxi. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR M.D. PANDYA & ASSOCIATES

Chartered Accountants

(M. D. PANDYA)

Partner.

Mem no. 033184

PLACE: MUMBAI

DATE: 13th May, 2010

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of THE GAEKWAR MILLS LTD as at 31st MARCH, 2009, and also the annexed Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit

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

3. As required by the Companies (Auditors Report) Order, 2003, (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter to referred to as the Act) we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

ii. 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 these books.

iii. Subject to:

The accounts of the company are prepared on the basis of the assumption of going concern taking into account that the Scheme of Compromise/Arrangement has been approved by the High Court of Judicature at Bombay vide their order dated /fl* September, 200V., inspite of the fact that at the year end, the Net Worth of the Company was negative.

iv. The Balance Sheet, Profit and Loss account and cash flow statement dealt with by the report are in agreement with books of account

v. In our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

vi. In our opinion and as per the information and according to explanations given to us, no director is disqualified from being appointed as director under clause (g) of sub-section (I) of Section 274 of the Companies Act, 1956.

vii. In our opinion and to the best of our information and according to explanations given to us the said accounts give the information required by the Companies Act 1956, in the manner so required and give a true and fair view:

a) in case of Balance Sheet - of the state of affairs of the Company as at 31st March, 2009.

b) in case of Profit and Loss Account - of the loss for the year ended on that date.

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR REPORT OF EVEN DATE

As required by the Companies (Auditors Report) Order, 2003 issued under section 227(4) of the Companies Act 1956, we make, on the basis of such checks of the books and records as we considered appropriate, the following statement on such of the matters specified in the said order as are applicable to the Company:

i (a) The Company has only Fixed Asset in form of land. The Company has maintained proper records to show full particulars including quantitative details and situation of the land.

i (b) The Company has not disposed off any Fixed Asset during the year.

ii. The Company does not carry any stock of finished goods, stores, spare parts and raw materials. In view of foregoing the provisions of 4(ii) of the order is not applicable.

iii. The company has not taken or granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(iii) (a) to (d) are not applicable to the Company.

iv. Having regard to the fact that there were no operation during the year, the internal control procedures were commensurate with the size of the Company.

v. The Company has not entered into any transactions within pursuance of any contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisioruof clause 4(v) (a) & (b) are not applicable to the Company.

vi. The Company has not accepted any deposits from the public. Accordingly clause 4 (vi) of the order is not applicable.

vii. The company did not have an internal audit system as there were no operations during the year.

viii. The Company did not carry on any activity during the year and hence question of maintenance of cost records as prescribed under section 209 (1) (d) of the Companies Act 1956 does not arise.

ix. According to the records of the Company examined by us and the information and explanation given to us, the company is regular in depositing statutory dues with the appropriate authorities, as determined by the Scheme of Compromise/Arrangement under section 391 to 393 of the Companies Act 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10* September, 2009 and modified by its orders dated 6th January, 2010,7* January, 2010 and 8th April 2010.

x. The Company has incurred a cash loss & its accumulated losses at the end of the financial year are more than 50% of its net worth.

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 the payment of dues to any financial institution, banks or debenture holders as determined by the Scheme of Compromise/Arrangement under section 391 to 393 of the Companies Act, 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10* September, 2009 and modified by its orders dated 6* January, 2010,7* January. 2010 and 8th April 2010.

xii. In our opinion and according to the information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii. The Company is not a chit fund or nidhi/mutual benefit fund/society, therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

xiv. According to information and explanation given to us, the Company has no dealing or trading in shares, securities, debentures and other investments, therefore the provisions of clause 4 (xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

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

xvi. According to information and explanation given to us, no new term loans were raised during the year.

xvii. According to information and explanations given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

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

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

xx. The Company has not raised any money through a public issue during the year.

xxi. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR M.D. PANDYA & ASSOCIATES

Chartered Accountants

(M. D. PANDYA) Partner.

Mem no. 033184

PLACE: MUMBAI

DATE: 13th May, 2010

---

Mar 31, 2008

1. We have audited the attached Balance Sheet of THE GAEKWAR MILLS LTD as at 31 st MARCH, 2008, and also the annexed Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, (the Order) issued by the Central Government of India in terms of Section 227(4 A) of the Companies Act, 1956 (hereinafter to referred to as the Act) we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

ii. 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 these books.

iii. Subject to:

The accounts of the company are prepared on the basis of the assumption of going concern taking into account that the Scheme of Compromise Arrangement has been approved by the High Court of Judicature at Bombay vide their order dated 10* September, 2009.. inspite of the fact that at the year end, the Net Worth of the Company was negative.

iv. The Balance Sheet, Profit and Loss account and cash flow statement dealt with by the report are in agreement with books of account.

v. In our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

vi. In our opinion and as per the information and according to explanations given to us, no director is disqualified from being appointed as director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vii. In our opinion and to the best of our information and according to explanations given to us the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

a) in case of Balance Sheet - of the state of affairs of the Company as at 31st March, 2008.

b) in case of Profit and Loss Account • of the loss for the year ended on that date.

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR REPORT OF EVEN DATE

As required by the Companies (Auditors Report) Order, 2003 issued under section 227(4) of the Companies Act, 1956, we make, on the basis of such checks of the books and records as we considered appropriate, the following statement on such of the matters specified in the said order as are applicable to the Company:

i (a) The Company has only Fixed Asset in form of land. The Company has maintained proper records to show full particulars including quantitative details and situation of the land.

i (b) The Company has not disposed off any Fixed Asset during the year.

ii. The Company does not cany any stock of finished goods, stores, spare parts and raw materials. In view of foregoing the provisions of 4(ii) of the order is not applicable.

iii. The company has not taken or granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(iii) (a) to (d) are not applicable to the Company.

iv. Having regard to the fact that there were no operation during the year, the internal control procedures were commensurate with the size of the Company.

v. The Company has not entered into any transactions within pursuance of any contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(v) (a) & (b) are not applicable to the Company.

vi. The Company has not accepted any deposits from the public. Accordingly clause 4 (vi) of the order is not applicable.

vii. The company did not have an internal audit system as there were no operations during the year.

viii. The Company did not carry on any activity during the year and hence question of maintenance of cost records as prescribed under section 209 (1) (d) of the Companies Act, 1956 does not arise.

ix. According to the records of the Company examined by us and the information and explanation given to us, the company is regular in depositing statutory dues with the appropriate authorities, as determined by the Scheme of Compromise/Arrangement under section 391 to 393 of the Companies Act, 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10th September, 2009 and modified by its orders dated 6* January, 2010,7th January, 2010 and 8th April 2010.

x. The Company has incurred a cash loss, & its accumulated losses at the end of the financial year are more than 50% of its net worth.

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 the payment of dues to any financial institution, banks or debenture holders as determined by the Scheme of Compromise/Arrangement under section 391 to 393 of the Companies Act, 1956, sanctioned by the Hon. Bombay High Court vide its order dated 10* September, 2009 and modified by its orders dated 6th January, 2010,7th January, 2010 and 8th April 2010.

xii. In our opinion and according to the information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii. The Company is not a chit fund or nidhi/mutual benefit fund/society, therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

xiv. According to information and explanation given to us, the Company has no dealing or trading in shares, securities, debentures and other investments, therefore the provisions of clause 4 (xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

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

xvi. According to information and explanation given to us, no new term loans were raised during the year.

xvii. According to information and explanations given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

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

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

xx. The Company has not raised any money through a public issue during the year.

xxi. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR M.D. PANDYA & ASSOCIATES Chartered Accountants (M. D. PANDYA)

Partner. Mem no 033184 PLACE: MUMBAI DATE : 13th May, 2010

---

Mar 31, 2007

1. We have audited the attached Balance Sheet of THE GAEKWAR MILLS LTD as at 31 ST MARCH, 2007, and also the annexed Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter to referred to as the Act) we enclose In the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

I. We have obtained all information and explanations which to the best of our knowledge & belief were necessary for the purpose of our audit;

II. In our opinion, proper books of account at required by law have been kept by the company so far at appears from our examination of these books.

ill. Subject to

The accounts of tha company are pmparad on tha baala of the assumption of going concern taking Into account that tha Scheme of Compromise/Arrangement has boon approved by the High Court of Judicature at Bombay vide their order dated 10* September, 2009., insplte of the fact that at the year end, the Net Worth of the Company was negative.

to. The Balance Sheet, Profit and Loss account and cash flow statement dealt with by the report are in agreement with books of account;

v. In our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

vi. In our opinion and as per the information and according to explanations given to us, no director is disqualified from being appointed as director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1958.

vii. In our opinion and to the best of our information and according to explanations given to us the said accounts give the information required by the Companies Act, 1956, In the manner so required and give a true and fair view:

a) In case of Balance Sheet of the state of affairs of the Company as at 31 ST MARCH, 2007.

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR REPORT OF EVEN DATE

As required by the Companies (Auditors Report) Order. 2003 issued under section 227(4) of the Companies Act, 1956, we make on the basis of such checks the books and records as we considered appropriate, the following statement on such of the matters specifies in the said order as are applicable to the Company:

i) (a) The Company has only Fixed Asset in form of land. The Company has maintained proper records to show full particulars including quantitative details and situation of the land.

i (b) The Company has not disposed off any Fixed Asset

during the year.

ii. The Company does not carry any stock of finished goods, stores, spare parts and raw materials. In view of foregoing the provisions of 4(H) of the order is not applicable.

iii. The company has not taken or granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(iii) (a) to (g) are not applicable to the Company.

iv. Having regard to the fact that there were no operation during the year, the internal control procedures were commensurate with the size of the Company.

v. The Company has not entered into any transactions within pursuance of any contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(v) (a) & (b) are not applicable to the Company.

vl. The Company has not accepted any deposits from the public. Accordingly clause 4 (vl) of the order Is not applicable.

vil. The company did not have an Internal audit system as there were no operations during the year.

vlll, Tha Company did not carry on any activity during the year and hence question of maintenance of cost records as prescribed under section 209 (1) (d) of the Companies Act, 1956 does not arise.

ix. In terms of the Scheme of Compromise/ Arrangement under section 391 to 393 of the Companies Act, 1956, for the revival of the company, sanctioned by The Hon. High Court, Bombay vide its order dated Iff" September, 2009 and further modified by Its orders dated 6* January 2010 and 7* January 2010, the amounts dues to Workers, Including retirement benefits as well as the amounts due on account of Statutory Liabilities, Liabilities to Central Govt, State Govt, Local Authorities and Local Bodies have been determined as below:

Rs.

I. Land Revenue/Education Cess / Local Fund 12,53,447

II. Water Charges, Vehicle Tax 12.86.284

III. Drinking Water Charges 1.34,08,000

IV. Electricity Charges 1.02,13,328

V. Central Excise Duty 47,15.732

VI. Sales Tax 7,21,158

3,16,97,949 Dues of Companys Workers, including Retirement Benefits 10,39,63,286

Further in terms of the above orders of the Hon. Bombay High Court, the above dues are payable as below:

Statutory Workers

Dues etc Dues

Rs. Rs.

At the end of 4 months from the date of sanction of the scheme 1,50,00,000 3,00,00,000

At the end of 7 months from the date of sanction of the scheme 1,50,00,000 4,00,00,000

At the end of 12 months from the date of sanction of the scheme 15,97,949 3,39,53,286

The periods from which these amounts are outstanding are not ascertainable.

x. The Company has incurred a cash loss & its accumulated losses at the end of the financial year are more than 50% of its net worth.

xi. In terms of the Scheme of Compromise/ Arrangement under section 391 to 393 of the Companies Act, 1956, for the revival of the company, sanctioned by The Hon. High Court, Bombay vide its order dated 10" September, 2009 and further modified by its orders dated 6in January 2010 and 7* January 2010, the amount due to Secured Creditors i.e Bank of India and Union Bank of India has been determined at Rs. 10,00,00,000 and Rs. 2,76,00,000 respectively and is payable on or before 31s1 March 2010. In addition interest is payable as below:

Bank of India:

i) Simple interest at 10% p.a from 17.04.2008 to 8.12.2009.

ii) Simple interest at 12% p.a from 09.12.2009 till the date of payment, which is not later than 31* March, 2010

Union Bank of India:

i) Simple interest at 10% p.a from 01.06.2008 to 8.12.2009

ii) Simple interest at 12% p.a from 09.12.2009 till the date of payment, which is not later than 31" March, 2010

xii. In our opinion and according to the information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii. The Company is not a chit fund or nldhi/mutual benefit fund/society, therefore the provisions of clause 4 (xiil) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

xiv. According to information and explanation given to us, the

Company has no dealing or trading in shares, securities, debentures and other investments, therefore the provisions of clause 4 (xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

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

xvi. According to information and explanation given to us, no new term loans were raised during the year.

xvii. According to information and explanation given to us, and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

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

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

xx. The Company has not raised any money through a public issue during the year.

xxi. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR M.D. PANDYA & ASSOCIATES

Chartered Accountants

(M. D. PANDYA)

Partner.

Mem No. 033184

PLACE: MUMBAI

DATE: Dated: 15th day of February 2010.

---

Mar 31, 2006

1. We have audited the attached balance Sheet of THE GAEKWAR MILLS LTD as at 31ST MARCH, 2006, and also the annexed Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter to referred to as the Act) we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

i. We have obtained all information and explanations which to the best of our knowledge & belief were necessary for the purpose of our audit;

ii. 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 these books.

iil. Subject to

The accounts of the company are prepared on the basis of the assumption of going concern taking Into account that the Scheme of Compromise/Arrangement has been approved by the High Court of Judicature at Bombay vide their order dated 10* September, 2009.. Inaplte of the fact that at the year end, the Net Worth of the Company was negative.

Iv. The Balance Sheet, Profit and Loss account and cash flow statement dealt with by the report are In agreement with books of account;

v. In our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

vi. In our opinion and as per the information and according to explanations given to us, no director Is disqualified from being appointed as director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956. vii. In our opinion and to the best of our information and according to explanations given to us the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

a) in case of Balance Sheet of the state of affairs of the Company as at 31 ST MARCH, 2006.

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR REPORT OF EVEN DATE

As required by the Companies (Auditors Report) Order, 2003 issued under section 227(4) of the Companies Act, 1956, we make on the basis of such checks the books and records as we considered appropriate, the following statement on such of the matters specifies in the said order as are applicable to the Company:

i) (a) The Company has only Fixed Asset in form of land. The Company has maintained proper records to show full particulars including quantitative details and situation of the land.

i (b) The Company has not disposed off any Fixed Asset during the year.

ii. The Company does not carry any stock of finished goods, stores, spare parts and raw materials. In view of foregoing the provisions of 4(ii) of the order is not applicable.

iii. The company has not taken or granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(iii) (a) to (g) are not applicable to the Company.

iv. Having regard to the fact that there were no operation during the year, the internal control procedures were commensurate with the size of the Company.

v. The Company has not entered into any transactions within pursuance of any contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(v) (a) & (b) are not applicable to the Company.

vi. The Company has not accepted any deposits from the public. Accordingly clause 4 (vi) of the order Is not applicable.

vii. The company did not have an internal audit system as there were no operations during the year.

viii. The Company did not carry on any activity during the year and hence question of maintenance of cost records as prescribed under section 209 (1) (d) of the Companies Act, 1956 does not arise.

ix. In terms of the Scheme of Compromise/ Arrangement under •action 391 to 393 of the Companies Act, 1958, for the revival of the company, sanctioned by The Hon. High Court, Bombay vide Its order dated 10* September, 2009 and further modified by Its orders dated 6m January 2010 and 7* January 2010, the amounts dues to Workers, including retirement benefits as well as the amounts due on account of Statutory Liabilities, Liabilities to Central Govt, State Govt, Local Authorities and Local Bodies have been determined as below:

Rs.

I. Land Revenue/Education Cess / Local Fund 12,53,447

II. Water Charges, Vehicle Tax 12,86,284

III. Drinking Water Charges 1,34,08.000

IV. Electricity Charges 1.02,13,328

V. Central Excise Duty 47,15.732

VI. Sales Tax 7,21,158

3,15,97,949

Dues of Companys Workers, including Retirement Benefits 10,39,53,286

Further in terms of the above orders of the Hon. Bombay High Court, the above dues are payable as below:

Statutory Workers Dues etc Dues Rs. Rs.

At the end of 4 months from the date of sanction of the scheme 1,50,00,000 3,00,00,000

At the end of 7 months from the date of sanction of the scheme 1,50,00,000 4,00,00,000

At the end of 12 months from the date of sanction of the scheme 15,97,949 3,39,53,286

The periods from which these amounts are outstanding are not ascertainable.

x. The Company has incurred a cash loss & its accumulated losses at the end of the financial year are more than 50% of its net worth.

xi. In terms of the Scheme of Compromise/ Arrangement under section 391 to 393 of the Companies Act, 1956, for the revival of the company, sanctioned by The Hon. High Court, Bombay vide its order dated 10th September, 2009 and further modified by its orders dated 61" January 2010 and 7th January 2010, the amount due to Secured Creditors i.e Bank of India and Union Bank of India has been determined at Rs. 10,00,00,000 and Rs. 2,76,00,000 respectively and is payable on or before 31st March 2010. In addition interest is payable as below:

Bans of India;

i) Simple Interest at 10% p.a from 17.04.2008 to 8.12.2009. II) Simple Interest at 12% p.a from 09.12.2009 till the date of payment, which Is not later than 31st March, 2010

Union Bank, of India;

I) Simple Interest at 10% p.a from 01.06.2008 to 8.12.2009 ii) Simple interest at 12% p.a from 09.12.2009 till the date of payment, which Is not later than 31st March, 2010

xii. In our opinion and according to the Information and explanation given to us, the Company has not granted any loans or advances on the basis o? security by way of pledge of shares, debentures or any other securities.

xiii. The Company is not a chit fund or nidhi/mutual benefit fund/society, therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

xiv. According to Information and explanation given to us, the Company has no dealing or trading in shares, securities, debentures and other investments, therefore the provisions of clause 4 (xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

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

xvi. According to information and explanation given to us, no new term bans were raised during the year.

xvii. According to information and explanation given to us, and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

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

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

xx. The Company has not raised any money through a public issue during the year.

xxi. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR M.D. PANDYA & ASSOCIATES Chartered Accountants

(M. D. PANDYA)

Partner. Mem no 033184

PLACE: MUMBAI

Dated: 15th day of February 2010.

---

Mar 31, 2005

1. We have audited the attached Balance Sheet of THE GAEKWAR MILLS LTD as at 31 ST MARCH, 2005, and also the annexed Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter to referred to as the Act) we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

i. We have obtained all information and explanations which to the best of our knowledge & belief were necessary for the purpose of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the company so far as appears fromour examination of these books.

iii. Subject to

The accounts of the company are prepared on the basis of the assumption of going concern taking into account that the Scheme of Compromise/Arrangement has been approved by the High Court of Judicature at Bombay vide their order dated 10th September, 2009., inspite of the fact that at the year end, the Net Worth of the Company was negative.

iv. The Balance Sheet, Profit and Loss account and cash flow statement dealt with by the report are in agreement with books of account;

v. In our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

vi. In our opinion and as per the information and according to explanations given to us, no director is disqualified from being appointed as director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vii. In our opinion and to the best of our information and according to explanations given to us the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view.

a) in case of Balance Sheet of the state of affairs of the Company as at 31 ST MARCH, 2005.

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR REPORT OF EVEN DATE

As required by the Companies (Auditors Report) Order, 2003 issued under section 227(4) of the Companies Act, 1956, we make on the basis of such checks the books and records as we considered appropriate, the following statement on such of the matters specifies in the said order as are applicable to the Company:

i) (a) The Company has only Fixed Asset in form of land. The Company has maintained proper records to show full particulars including quantitative details and situation of the land.

i (b) The Company has not disposed off any Fixed Asset during the year.

ii. The Company does not carry any stock of finished goods, stores, spare parts and raw materials. In view of foregoing the provisions of 4(ii) of the order is not applicable.

iii. The company has not taken or granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(iii) (a) to (g) are not applicable to the Company.

iv. Having regard to the fact that there were no operation during the year, the internal control procedures were commensurate with the size of the Company.

v. The Company has not entered into any transactions within pursuance of any contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(v) (a) & (b) are not applicable to the Company.

vi. The Company has not accepted any deposits from the public. Accordingly clause 4 (vi) of the order is not applicable.

vii. The company did not have an internal audit system as there were no operations during the year.

viii. The Company did not carry on any activity during the year and hence question of maintenance of cost records as prescribed under section 209 (1) (d) of the Companies Act, 1956 does not arise.

ix. In terms of the Scheme of Compromise/ Arrangement under section 391 to 393 of the Companies Act, 1956, for the revival of the company, sanctioned by The Hon. High Court, Bombay vide its order dated 10th September, 2009 and further modified by its orders dated 6th January 2010 and 7th January 2010, the amounts dues to Workers, including retirement benefits as well as the amounts due on account of Statutory Liabilities, Liabilities to Central Govt, State Govt, Local Authorities and Local Bodies have been determined as below:

Rs. I. Land Revenue/Education Cess / Local Fund 12,53,447

II. Water Charges, Vehicle Tax 12,86,284

III. Drinking Water Charges 1,34,08,000

IV. Electricity Charges 1,02,13,328

V. Central Excise Duty 47,15,732

VI. Sales Tax 7,21,158

3,15,97,949 Dues of Companys Workers, including Retirement Benefits 10,39,53,286

Further in terms of the above orders of the Hon. Bombay High Court, the above dues are payable as below:

Statutory Workers Dues etc Dues Rs. Rs.

At the end of 4 months from the date of sanction of the scheme 1,50,00,000 3,00,00,000

At the end of 7 months from the date of sanction of the scheme 1,50,00,000 4.00,00,000

At the end of 12 months from the date of sanction of the scheme 15,97,949 3,39,53,286

The periods from which these amounts are outstanding are not ascertainable.

x. The Company has incurred a cash loss & its accumulated losses at the end of the financial year are more than 50% of its net worth.

xi. In terms of the Scheme of Compromise/ Arrangement under section 391 to 393 of the Companies Act, 1956, for the revival of the company, sanctioned by The Hon. High Court, Bombay vide its order dated 10th September, 2009 and further modified by its orders dated 6th January 2010 and 7th January 2010, the amount due to Secured Creditors i.e Bank of India and Union Bank of India has been determined at Rs. 10,00,00,000 and Rs. 2,76,00,000 respectively and is payable on or before 31st March 2010. In addition interest is payable as below:

Bank of India:

i) Simple interest at 10% p.a from 17.04.2008 to 8.12.2009.

ii) Simple interest at 12% p.a from 09.12.2009 till the date of payment, which is not later than 31st March, 2010

Union Bank of India:

i) Simple interest at 10% p.a from 01.06.2008 to 8.12.2009

ii) Simple interest at 12% p.a from 09.12.2009 till the date of payment, which is not later than 31st March, 2010

xii. In our opinion and according to the information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii. The Company is not a chit fund or nidhi/mutual benefit fund/society, therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

xiv. According to information and explanation given to us, the

Company has no dealing or trading in shares, securities, debentures and other investments, therefore the provisions of clause 4 (xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

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

xvi. According to information and explanation given to us, no new term loans were raised during the year.

xvii. According to information and explanation given to us, and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

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

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

xx. The Company has not raised any money through a public issue during the year.

xxi. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR M.D. PANDYA & ASSOCIATES Chartered Accountants

(M. D. PANDYA)

Partner. Mem No. 033184

PLACE: MUMBAI

DATE : Dated: 15th day of February 2010.

---

Mar 31, 2004

1. We have audited the attached Balance Sheet of THE GAEKWAR MILLS LTD as at 31ST MARCH, 2004, and also the annexed Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter to referred to as the Act) we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

i. We have obtained all information and explanations which to the best of our knowledge & belief were necessary for the purpose of our audit;

ii. 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 these books.

iii. Subject to

The accounts of the company are prepared on the basis of the assumption of going concern taking into account that the Scheme of Compromise/Arrangement has been approved by the High Court of Judicature at Bombay vide their order dated 10th September, 2009., inspite of the fact that at the year end, the Net Worth of the Company was negative.

iv. The Balance Sheet, Profit and Loss account and cash flow statement dealt with by the report are in agreement with books of account:

v. In our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

vi. In our opinion and as per the information and according to explanations given to us, no director is disqualified from being appointed as director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vii. In our opinion and to the best of our information and according to explanations given to us the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

a) in case of Balance Sheet of the state of affairs of the Company as at 31 ST MARCH, 2004.

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR REPORT OF EVEN DATE

As required by the Companies (Auditors Report) Order, 2003 issued under section 227(4) of the Companies Act, 1956, we make on the basis of such checks the books and records as we considered appropriate, the following statement on such of the matters specifies in the said order as are applicable to the Company:

i) (a) The Company has only Fixed Asset in form of land. The Company has maintained proper records to show full particulars including quantitative details and situation of the land.

i (b) The Company has not disposed off any Fixed Asset during the year.

ii. The Company does not carry any stock of finished goods, stores, spare parts and raw materials. In view of foregoing the provisions of 4(ii) of the order is not applicable.

iii. The company has not taken or granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(iii) (a) to (g) are not applicable to the Company.

iv. Having regard to the fact that there were no operation during the year, the internal control procedures were commensurate with the size of the Company.

v. The Company has not entered into any transactions within pursuance of any contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4(v) (a) & (b) are not applicable to the Company.

vi. The Company has not accepted any deposits from the public. Accordingly clause 4 (vi) of the order is not applicable.

vii. The company did not have an internal audit system as there were no operations during the year.

viii. The Company did not carry on any activity during the year and hence question of maintenance of cost records as prescribed under section 209 (1) (d) of the Companies Act, 1956 does not arise.

ix. In terms of the Scheme of Compromise/ Arrangement under section 391 to 393 of the Companies Act, 1956, for the revival of the company, sanctioned by The Hon. High Court, Bombay vide its order dated 10* September, 2009 and further modified by its orders dated 6th January 2010 and 7th January 2010, the amounts dues to Workers, including retirement benefits as well as the amounts due on account of Statutory Liabilities, Liabilities to Central Govt, State Govt, Local Authorities and Local Bodies have been determined as below:

Rs.

I. Land Revenue/Education Cess / Local Fund 12,53,447

II. Water Charges, Vehicle Tax 12,86,284

III.Drinking Water Charges 1,34,08,000 IV. Electricity Charges 1,02,13,328

V. Central Excise Duty 47,15,732

VI. Sales Tax 7,21,158

3,15,97,949

Dues of Companys Workers, including Retirement Benefits 10,39,53,286

Further in terms of the above orders of the Hon. Bombay High Court, the above dues are payable as below:

Statutory Workers Dues etc Dues Rs. Rs.

At the end of 4 months from the date of sanction of the scheme 1,50,00,000 3,00,00,000

At the end of 7 months from the date of sanction of the scheme 1,50,00,000 4,00,00,000

At the end of 12 months from the date of sanction of the scheme 15,97,949 3,39,53,286

The periods from which these amounts are outstanding are not ascertainable.

x. The Company has incurred a cash loss & its accumulated losses at the end of the financial year are more than 50% of its net worth.

xi. In terms of the Scheme of Compromise/ Arrangement under section 391 to 393 of the Companies Act, 1956, for the revival of the company, sanctioned by The Hon. High Court, Bombay vide its order dated 10th September, 2009 and further modified by its orders dated 6th January 2010 and 7th January 2010, the amount due to Secured Creditors i.e Bank of India and Union Bank of India has been determined at Rs. 10,00,00,000 and Rs. 2,76,00,000 respectively and is payable on or before 31st March 2010. In addition interest is payable as below:

Bank of India:

i) Simple interest at 10% p.a from 17.04.2008 to 6.12.2009.

ii) Simple interest at 12% p.a from 09.12.2009 till the date of payment, which is not later than 31st March, 2010

Union BanK of India:

i) Simple interest at 10% p.a from 01.06.2008 to 8.12.2009

ii) Simple interest at 12% p.a from 09.12.2009 till the date of payment, which is not later than 31st March, 2010

xii. In our opinion and according to the information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii. The Company is not a chit fund or nidhi/mutual benefit fund/society, therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

xiv. According to information and explanation given to us, the Company has no dealing or trading in shares, securities, debentures and other investments, therefore the provisions of clause 4 (xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

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

xvi. According to information and explanation given to us, no new term loans were raised during the year.

xvii. According to information and explanation given to us, and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

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

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

xx. The Company has not raised any money through a public issue during the year.

xxi. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR M.D. PANDYA & ASSOCIATES Chartered Accountants

(M. D. PANDYA)

Partner. Mem No. 033184

PLACE: MUMBAI

DATE: Dated: 15th day of February 2010.

---

Mar 31, 2001

1. We have audited the attached Balance Sheet of your Company as at 31st March, 2001, and also its Profit & Loss Account, for the year ended on that date, annexed thereto, together with the Notes forming part of the Accounts. These Accounts have been prepared on the going-concern basis, though the Mills were closed throughout the year. Appellate Authority for Industrial and Financial Reconstruction (AAIFR). has recommended that the company to be wound up vide its order dated 16.4.2001; which has been stayed by the Honourable Gujarat High Court, as on date.

2. The Fixed Assets were not verified by the Management, during the year, nor were the records maintained. No documents, or title, have been shown to us. During the year certain Machineries, Building Materials, Furniture & Fittings and Vehicles were sold. The Company has no records to determine Actual Cost and Accumulated Depreciation in respect these assets sold. In absence of these records, the value apportioned to, the above items are as estimated by the management. Except for the above assets, the Assets have been shown at the same figures as at the end of the earlier year, and we are in no position to express any opinion about their existence or present condition. The company has not provided depreciation for the year and for several earlier years, As stated in our past reports, the accumulated arrears, as at 30th June, 1986, amounted to Rs. 1,90,04,724. No computation has been made of the arrears, of depreciation, thereafter.

3. Though goodwill is shown, at its purchase cost of Rs 57,546, it cannot be said, in the circumstances of the case, to have any commercial value.

4. The Debtors have been taken as per their balances in the books, totaling Rs.43,63,704 which is the same as on 30.06.1988. No confirmation was available from (nor any request, to that effect, made to). As nothing has been received from them, till the completion of audit over 13 years later, the non-confirmation debtors must, in our, opinion, be considered to be doubtful of recovery.

5. As regards the Income -Tax Refund/Interest Receivable of Rs. 3,97,245 as shown under Loans & Advances, the same appears to be doubtful of recovery.

6. There are no balance confirmation certificate from the

Bank, for the Fixed Deposits of Rs 7,86,070/- including accrued interest. The deposit receipts could also not be verified by us, as we were informed that they are held by the Bank. As such, we are unable to express any opinion on this item.

7. The Advances for goods and expenses of Rs. 23,96,930/-, have been taken only as per the books, without any external confirmation ( for which, in fact, no request has been made either). As there are hardly any recoveries or adjustments since 30.06.1987, right up to the completion of audit more than 13 years later, the same must, in our opinion, be considered to be doubtful of recovery.

8. The Excise and other deposits, totaling Rs 7,09,265/- have also been taken only as per the books, without any external confirmation. Moreover, no request was made, to the depositee parties, for such confirmation. In the circumstances, we cannot say whether the above balance of Rs 7,09,265/- can be considered good.

9. Sundry Creditors aggregating Rs. 9,94,13,210/- and the

Sundry Deposits and Advances received totaling Rs. 450,474/-. have been taken, as per the books, without any confirmation. Moreover, no request was made, to the parties, for such confirmation.

10. No provision has been made for wages or wage-related outgoings for the year except in respect of few of the staff members as we are informed that, no wages are payable for closure period as per the order of AAIFR.

11. As required by the Manufacturing and other Companies (Auditors" Report) order, 1988, issued Under Section 227(4A) of the Companies Act, 1956, we make, on the basis of such checks, of the books and records, as we considered appropriate, the following statement on such of the matters, specified in the said order, as are applicable to the Company :

(a) As stated in paragraph 2 above, the Fixed Assets have not been verified, by the Management, during the Year nor were the records thereof maintained as at 31.03.2001.

(b) The Fixed Assets have not been revalued during the year; as such, the question, of indicating the basis of revaluation, does not arise.

(c) The Company does not carry any stock of finished goods, stores, spare parts and raw materials. In view of the forgoing the provisious of paragraph 4A (iii), (iv), (v), (vi) and (xii) of the order are not applicable.

(d) As regards the rate of interest and terms and conditions, of loans taken from parties listed in the register Under Section 301 of the Companies Act, 1956, the Company has taken a loan from only one party listed therein, and the rate of interest and the terms and conditions, of the loan, are not prima-facie prejudicial to the interests of the Company ; the Company has not taken any loans from companies under the same Management, as defined in Section 370(18).

(e) The Company has incurred expenses on behalf of a company which is shown underthe head Advances to Other in the Balance Sheet. No interest is charged on such advance.

(f) As regards an adequate internal control procedure, commensurate with the sire of the Company and the nature of its business, for the purchase of stores, raw materials, including components, plant and machinery, equipment and other assets, and for the sale of goods, there were no such purchases or sales during the year, so the question does not arise.

(g) Since there were, during the year, no transactions of purchase of goods and materials. Sale of goods, materials and services, the question, of the prices being reasonable with regard to such transactions made in pursuance of contracts or arrangements entered in the register maintained Under Section 301 of the Companies Act, 1956, and aggregating Rs. 50,000/-, during the year, in respect of each party, does not arise.

(h) There was no Internal Audit during the year.

(i) No records were maintained, by the Company, pursuant to the Rules made by the Central Government Under Section 209(1)(d) of the Companies Act, 1956, as, the Mills being closed throughout the year, there was no production.

(j) The company has not been in a position to repay unsecured loans accepted in past and have not complied with requirement of provisions of Section 58A of the Companies Act, 1956.

(k) The Company was not regular in depositing Provident Fund and Employees* State Insurance dues with the appropriate authorities. We are informed that the Provident Fund arrears, as at the Balance Sheet date, calculated on the basis of wages actually drawn, up to the said date, amounted to Rs. 10,09,786/-. The arrears, in respect of the Employees State Insurance, have not been computed by the Company.

(l) There were no undisputed amounts payable in respect of Income Tax, Wealth Tax and Customs Duty. The undisputed amounts, in respect of Sales Tax, totaling to Rs. 16,95,768/- is not paid. As regard Excise duty the following amount out of provisions made in the account till date are not paid:-

Particulars of Liability Amount (Rs.)

Earlier Years liability in respect of Yarn produced by the Company and utilised, by way of captive consumption, for weaving its cloth. 1,23,61,288

Refund received earlier in respect of excise ( in the accounting year 1979 - 80) from the Government, to be now paid back, in terms of the Supreme Courts order in appeal filed along with interest of Rs.11,929,440 47,15,732

Demands raised, in respect of duty on sized Yarn, which, the Company contends, should be levied on unsized weight at Spindle stage. 3,67,093

(m) No personal expenses have been charged to Revenue Account.

(n) The Company is a Sick Industrial Company, within the meaning of Clause (o) of Sub-section (1) of section (3) of the Sick Industrial Companies (Special Provisions) Act, 1985, and AAIFR has recommend that the company be wound up.

12. Further, to the above, we report as follows :

(a) In view of paragraph 2 to 11 herein above , and in view also of Note No.2 (regarding non-ascertainment of the accumulated Gratuity liability), we cannot say that 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) The said Balance Sheet and Profit and Loss Account are in agreement with the Books of Account.

(c) In our opinion, the Profit and Loss Account and the Balance Sheet do not strictly comply with the Accounting Standards rBferr&d to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

(d) In our opinion and as per the information and according to explanations given to us, no director is disqualified from being appointed as director under clause (g) of sub-section (l)of Section 274 of the Companies Act, 1956.

(e) In view of paragraphs 2 to 11 above, in view also of the Notes referred to hereinbelow, it cannot be said that proper Books of Account, as required by law, have been kept, by the Company, or that the Accounts give the information required by the Companies Act, 1956, in the manner so required, and a true and fair view, in the case of the Balance Sheet, of the Companys state of affairs, as at 31st March, 2001, and in the case of the Profit and Loss Account, of its Loss for the year ended on that date :

(1) Note No. 2 (regarding non-provisions for the unascertained accumulated gratuity liability).

(2) Note No. 5 (regarding non-provision for the sum, of Rs 9,83,036, claimed by the Cotton Corporation of India Ltd).

The total impact of the above, respectively on the companys position as at the end of the year and on its performance for the year, has not been quantified, since many, of the items, are, as can be seen, unascertained.

For M. D. PANDYA & ASSOCIATES. CHARTERED ACCOUNTANTS.

( M . D. Pandya) (Partner) Date : 12th September, 2001

Place : Mumbai.