Auditor Report of Garware Marine Industries Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of Garware Marine Industries Limited (“the Company”),
which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss, including the Statement of Other
Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes
to the standalone 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 aforesaid 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 accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31,2024, the loss and other comprehensive income, its cash flows and the changes in equity for the year ended on that
date.

Basis of 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 Standalone
financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of
the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. There
are no key audit matters to be disclosed.

Information Other than the Standalone financial Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information
included in the Management Discussion and Analysis, Board''s Report, Corporate Governance Report, and Shareholder
Information, but does not include the standalone financial statements and our auditor''s report thereon.

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

In connection with our audit of the 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 in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.

Management Responsibility for the Standalone Financial Statements

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

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

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

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

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our
opinion on whether the company has adequate internal standalone 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.

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.

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 143 (3) of the Act, based on our audit we report that:

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

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

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of
the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended.

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

(f) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements
and the operating effectiveness of such controls, refer to our separate report in “Annexure B” to this report.

(g) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid/ provided by the
Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position on its financial statements
- Refer Note 30 to the standalone financial statements.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company during the year ended March 31,2024.

iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note

29(v) to the standalone financial statements, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in
any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note 29(vi)
to the standalone financial statements, no funds have been received by the Company from any person or
entity, including foreign entity (“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 have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.

v. The dividend has not been declared or paid during the year by the Company.

vi. Based on our examination, which included test checks, the Company has widely used Tally Prime as its
accounting software for maintaining its books of account, but the feature of recording audit trail (edit log) facility
was not enabled during the financial year.

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

For D. Kothary & Co

Chartered Accountants
(Firm Registration No. 105335W)

Deepak O. Narsaria
Partner

Membership No. 121190
UDIN: 24121190BKBOTA1936

Place: Mumbai
Date: 24^th may, 2024

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Mar 31, 2015

We have audited the accompanying financial statements of M/S GARWARE MARINE INDUSTRIES LTD ("the Company"), which comprise of the Balance Sheet as at March 31,2015, and the Statement of Profit and Loss for the period ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us and subject to Note No.22(6) regarding to non-provision for diminution in the value of shares and amount recoverable from GARWARE NYLONS LTD the financial statements give the information required by the Act in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(ii) In the case of Statement of Profit & Loss, of the loss for the period ended on that date ;

(iii) In the case of the cash flow statement, of the cash flows for the period ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required under provisions of section 143(3) of the Companies Act, 2013, we report that:

(a) We have sought and obtained all the information and explanation 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 dealt with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Companies Act, 2013, read with rule 7 of the Companies( Accounts ) Rules 2014.

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

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies ( Audit and Auditors) 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 in its financial statements- Refer note 22(1) to the financial statements.

b) In our opinion and as per the information and explanations provides to us, the Company has not entered into any long-term contracts including derivative contracts, requiring provision under applicable laws or accounting standards, for material foreseeable losses and'

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

REFERRED TO IN PARAGRAPH OF OUR REPORT OF EVEN DATE

In the Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the period ended 31 March 2015, we report that:

1 In respect of its Fixed Assets

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased manner, which in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. , No material discrepancies were noticed on such verification. In our opinion, the Company has not disposed of substantial part of fixed assets during the period and the going concern status of the Company is not affected.

2 In respect of its Inventories

a. As explained to us, inventories have been physically verified by the management at regular intervals during the year.

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

c. The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 The Company has not granted loan to Companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

The Company has not granted unsecured loans and Inter-Corporate Deposits to Companies covered in the Register maintained under Section 189 of the Act. Hence provisions of clauses (iii)(a) & (c) of paragraph 3 of the order are not applicable to the Company.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. We have not observed any major weakness in the internal control system during the course of the audit.

5 The Company has not accepted any deposits from the public.

6 The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the sales and services rendered by the Company.

7 In respect of undisputed statutory dues

According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the period by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

8 In respect of accumulated losses & Cash Losses

The Company has accumulated losses of Rs. 431.52 lakh Including cash losses of Rs. 74.79 lakh incurred during the financial period covered by our audit.

9 The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

10 In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

11 The Company did not have any term loans outstanding during the year.

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

For RAMAN S. SHAH & ASSOCIATES Chartered Accountants Firm Reg. No. 119891W

SANTOSH A. SANKHE Partner PLACE : Mumbai M.No.100976 DATE: 28th May, 2015

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Jun 30, 2014

1. We have audited the attached Balance Sheet of M/S. GARWARE MARINE INDUSTRIES LIMITED as at 30th JUNE, 2014 and also the Profit and Loss Account for the year ended on that date and Cash Flow statement annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account and with the audited returns from the branches.

(d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors, as on 30th JUNE, 2014 and taken on record by the Board of Directors we report that none of the directors is disqualified as on 30th JUNE, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us,and subject to Note No.22(7) regarding to non-provision for dimunition in the value of shares and amount recoverable from GARWARE NYLONS LTD. , the said accounts 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 30thJUNE, 2014 and

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

ANNEXURE TO AUDITORS'' REPORT

REFERRED TO IN PARAGRAPH OF OUR REPORT OF EVEN DATE

1 a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

c. In our opinion, even though the Company has disposed of substantial part of fixed assets of manufacturing division at Ahmednagar during the year, the going concern status of the Company is not affected due to the continuation of repairing and maintenance activities.

2 a. As explained to us, inventories have been physically verified by the management at regular intervals during the year.

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

c. The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 a. We are informed that the Company has not taken unsecured loans, from companies, listed in the register maintained under Section 301 of the Companies Act, 1956 on terms and conditions which are prejudicial to the interest of the Company.

b. The Company has not granted any loan, secured or unsecured to companies, firms, other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods & services. During the course of our audit, we have not observed any major weaknesses in internal controls.

5 a. In our opinion and according to the information and explanations given to us the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956, have been so entered.

b. According to the information and explanations given to us the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party during the period have been made at prices which are reasonable having regards to prevailing market prices at the relevant time in the opinion of the management.

6 The Company has not accepted any deposits from the public. Hence the requirements of clause (vi) of paragraph 4 of the Order is not applicable to the Company.

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

8 The Central government has not prescribed maintenance of the cost records under section 209(1 )(d) of the Companies Act, 1956 in the year under review for any of the products of the Company.

9 According to the records of the Company, the Company is regular in depositing with appropriate authorities, any undisputed statutory dues including Provident Fund, Investors Education and Protection Fund, Employee''s State Insurance Scheme, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it.

10 The Company has accumulated losses of Rs. 355.28 lakhs and has incurred cash losses of Rs. 340.47 lakhs during the year covered by our audit or in the immediately preceding financial year.

11 In our opinion and according to the information and explanations given to us the Company has not defaulted in repayment of dues to financial institutions or bank or debentureholder .

12 In our opinion and according to the information & explanation given to us , no loan and advances have been granted by the Company on the basis of security by way of pledge of shares , debentures and other securities.

13 In our opinion,the Company is not a Chit fund, Nidhi or mutual benefit Society. Hence, the requirements of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14 The Company is not dealing or trading in shares, securities, debentures and other investments. Hence the requirements of clause (xiv) of paragraph 4 of the Order is not applicable to the Company.

15 According to the information and explanations given to us, the Company has not given guarantee for loans taken by others from the Banks.

16 In our opinion and according to the information and explanations given to us, the Company has not taken any term loans during the year from banks and therefore, the provisions of clause 4(xvi) of the Order are not applicable to the Company.

17 According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment. Similarly, no funds raised on long term basis have been used for short-term investment.

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

19 The Company has not issued any debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order is not applicable to the Company.

20 The Company has not raised any money by way of public issues during the year,

21 In our opinion & according to the information and explanations given to us, a fraud on or by the Company has not been noticed or reported during the year.

For RAMAN S. SHAH & ASSOCIATES

Chartered Accountants Firm Reg. No. 119891W

SANTOSH A. SANKHE Partner Place : Mumbai M.No.100976 Date : 30th August, 2014

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Jun 30, 2010

1. We have audited the attached Balance Sheet of M/S. GARWARE MARINE INDUSTRIES LIMITED as at 30th JUNE, 2010 and also the Profit and Loss Account for the year ended on that date and Cash Flow statement 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion

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

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

(a) We have obtained ail the information and explanations, which to the best of our knowledge and beiief were necessary for the purposes of our audit.

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

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account and with the audited returns from the branches

(d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors, as on 30th JUNE, 2010 and taken on record by the Board of Directors we report that none of the directors is disqualified as on 30th JUNE, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956

(f) In our opinion and to the best of our information and according to the explanations given to us,and subject to (I) Note No.1(g) regarding non-provision of gratuity liability,(II) Note No.9 regarding to non-provision for dimunition in the value of shares and amount recoverable from GARWARE NYLONS LTD., the said accounts 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 30th JUNE. 2010 and

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

ANNEXURE TO AUDITORS REPORT REFERRED TO IN PARAGRAPH OF OUR REPORT OF EVEN DATE

1 a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

c. In our opinion, the Company has not disposed of substantial part of fixed assets during the year, and the going concern status of the Company is not affected.

2 a. As explained to us, inventories have been physically verified by the management at regular intervals during the year.

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

c. The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 a. We are informed that the Company has taken unsecured loans, from companies, listed in the register maintained under Section 301 of the Companies Act, 1956 on terms and conditions which are not prejudicial to the interest of the Company.

b. The Company has not granted any loan, secured or unsecured to companies, firms, other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods & services. During the course of our audit, we have not observed any major weaknesses in internal controls.

5 a. In our opinion and according to the information and explanations given to us the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956. have been so entered.

b. According to the information and explanations given to us the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party during the period have been made at prices which are reasonable having regards to prevailing market prices at the relevant time in the opinion of the management.

6 The Company has not accepted any deposits from the public. Hence the requirements of clause (vi) of paragraph 4 of the Order is not applicable to the Company.

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

8 The Central government has not prescribed maintenance of the cost records under section 209(1 ){d) of the Companies Act, 1956 in the year under review for any of the products of the Company.

9 According to the information and explanations given to us, there are no disputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, cess which are outstanding as at for a period of more than six months from the date they became payable

10 The Company has accumulated losses of Rs. 45.18 lakhs and has not incurred any cash losses during the year covered by our audit or in the immediately preceding financial year.

11 In our opinion and according to the information and explanations given to us the Company has not defaulted in repayment of dues to financial institutions or bank or debentureholder.

12 In our opinion and according to the information & explantion given to us , no loan and advances have been granted by the Company on the basis of security by way of pledge of shares , debentures and other securities.

13 In our opinion,the Company is not a Chit fund, Nidhi or mutual benefit Society. Hence, the requirements of clause (xiii) of paragraph 4 of the Order is not applicable to the Company.

14 The Company is not dealing or trading in shares, securities, debentures and other investments. Hence the requirements of clause (xiv) of paragraph 4 of the Order is not applicable to the Company.

15 According to the information and explanations given to us, the Company has not given guarantee for loans taken by others from the Banks.

16 In our opinion and according to the information and explanations given to us, the company has not taken any term loans during the year from banks and therefore, the provisions of clause 4(xvi) of the Order are not applicable to the company.

17 According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment. Similarly, no funds raised on long term basis have been used for short-term investment.

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

19 The Company has not issued any debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order is not applicable to the Company.

20 The Company has not raised any money by way of public issues during the year.except conversion of warrants into equity shares referred to in Note 11 to Schedule K to the financial statements.

21 In our opinion & according to the information and explanations given to us, a fraud on or by the Company has not been noticed or reported during the year.



For RAMAN S. SHAH & ASSOCIATES

Chartered Accountants

Firm Reg. No. 119391W

SANTOSH A. SANKHE

Partner

PLACE : Mumbai M.No.100976

DATE : 9th November, 2010

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Dec 31, 2000

We have audited the attached Balance Sheet of Garware Marine Industries Limited as at 31st December, 2000 and the Profit and Loss Account for the year ended on that date annexed thereto and report that :

1. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we state that :

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

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

(c) The Balance Sheet and Profit and Loss Account referred to in this report are in agreement with the Books of Account.

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

(e) In our opinion and to the best of our information and according to the explanations given to us, and subject to (1) Note No. 3 (a) and (b) regarding deferment of revenue expenditure amounting to Rs. 13,15,403/- and (II) Note No. 13 regarding non-provision for gratuity liability to the extent of Rs. 7,00,000/-, (III) Note No. 9 regarding non-provision for dimunition in the value of shares and amounts recoverable from GARWARE NYLONS LTD., (IV) Note No. 10 and 11 regarding non-provision of penal interest and liquidated damages which are unascertainable in the absence of confirmations from UTI and BOI (Mututal Fund) and (V) Note No. 12 regarding non-provision of lease rentals amounting to Rs. 21.39 lakhs and penal interest due to arrears of Lease Rentals payable to IDBI, In view of these remarks, we are unable to express our opinion on the consequential effect if any, on the Companys Profit/Loss for the period and/or its assets or liabilities as at the period and, the said Balance Sheet and the Profit and Loss Account read together with the notes in Schedule L thereon give the information required by the Companies Act, 1956 in the manner so required and gives a true and fair view :

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2000

and

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

ANNEXURE TO AUDITORS REPORT RE : GARWARE MARINE INDUSTRIES LIMITED Referred to in paragraph 1 of our report of even date.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of all fixed assets. Fixed assets register is in the process of updating as reported in the preceeding year. The fixed assets have been physically verified by the management during the year as per its system of physical verification of all its fixed assets once every year. We are informed that no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable.

2. None of the fixed assets have been revalued during the year.

3. The stocks of finished goods, spare parts and raw materials have been physically verified during the year by the management; In our opinion, the frequency of verification is reasonable.

4. The procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on verification between the physical stocks and the book records were not material.

6. On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair and proper in accordance witht the normally accepted accounting principles, and is on the same basis as in the preceeding year.

7. The Company has taken loans from companies, listed in the register maintained under Section 301 of the Companies Act, 1956. The rates of interest and other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company. The terms of repayment are not stipulated. We are informed that there is no Company under the same management as defined under sub-section (1B) of Section 370 of the Companies Act, 1956.

8. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

9. The Company has paid advances to Group Companies, against supplies namely Garware Goa Nets Ltd. Rs. 2,18,01,956/- (Net), Garware Nylons Ltd. Rs. 1,05,87,676/- (Net) and Garware Shipping Corporation Ltd. Rs. 1,09,12,757/- (Net) include under Sundry Debtors. In the opinion of the Board of Directors, all these amounts are recoverable and good except amount recoverable from Garware Nylons Ltd., which is under liquidation. These are also subject to reconciliation. Since the terms of repayment of these advances are not yet stipulated, we are unable to express our opinion whether aforesaid advances are prima facie prejudicial to the interest of the Company.

10. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the -Company and the nature of its business with regard to purchases of stores, raw materials including components, plant and machinery, equipment and other assets and with regard to the sale of goods.

11. In our opinion and according to the information and explanations, given to us, the transactions of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Companies Act, 1956 and aggregating during the year of Rs. 50,000/- or more in respect of each party have been made at prices which are reasonable having regard to prevailing market prices for such goods, materials or services or the prices at which transactions for similar goods, materials or services have been made with other parties.

12. As explained to us, the Company has a regular procedure for the determination of unserviceable or damaged stores, raw materials and finished goods. Adequate provision has been made in the accounts for the loss arising on the items so determined.

13. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

14. In our opinion, reasonable records have been maintained by the Company for sale and disposal of realisable by-products and scrap wherever applicable.

15. The Company has an internal audit sysytem which covers all its depots and head office. In our opinion, the Companys present internal audit system needs to be re-aiigned so as to be commensurate with the size of the Company and the nature of its business.

16. We are informed that no cost records are prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956 for the products of the Company.

17. According to the records of the Company Employees State Insurance dues have been, in general, regularly deposited with the appropriate authorities during the year. In the case of Provident Fund, generally there have been substantial delays in depositing the Provident Fund dues with appropriate authorities.

18. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31st December, 2000 For a period of more than 6 months From the date they became payable.

19. According to the information and explanations given to us, no personal expenses of employees or directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.

20. The Company is not 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.

For THAKUR & GUPTA ASSOCIATES

CHARTERED ACCOUNTANTS

(S. B. GUPTA)

Partner

Mumbai

Date : 31st May, 2001