Auditor Report of Haryana Texprints (Overseas) Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

Auditor's 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 thereunder.

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.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2015 and its profit and its cash flows for the year 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, to the extent applicable.

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

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

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

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

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) 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) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 1.24 to the financial statements.

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

iii. There are no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE

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

b. The company has a regular program of physical verification of its fixed assets. A major portion of the fixed assets has been physically verified by the management during the year pursuant to a program for physical verification of fixed assets, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

b. 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 is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and the same have been properly dealt within the books of account.

(iii) 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 covered in the register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have neither observed nor have been informed of any continuing failure to correct major weaknesses in internal control system in respect of these areas.

(v) According to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

(vi) According to the information and explanations given to us, the maintenance of cost records have not been prescribed.

(vii) a. According to the information and explanations given to us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it and there are no undisputed amounts payable in respect of these dues which have remained outstanding as at March 31,2015 for a period of more than six months from the date they became payable.

b. According to the records of the Company, there are no statutory dues related to income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess outstanding which has not been deposited on account of any dispute except as under:

S. No. Name of Statute Nature of Dues



1 Haryana Local Area Devel- Entry Tax opment Tax Act, 2000. A.Y 2000-01

2 Textile Committee Textile Cess Upto Dec. 2000

3 Haryana VAT Act, 2003 & VAT & SALES TAX CST Act, 1956 A.Y 2003-04 & 2004-05 & 2006-07

Forum where dispute is pending Amount (Rs. Lacs)

Excise Commissioner, Faridabad 21.46

Mumbai High Court 4.06

Jt. Commissioner (Excise & Taxation), Faridabad and Sales Tax Tribunal at 44.36 Chandigarh

c. According to the information and explanation given to us, there are no amounts required to be transferred to

investor education and protection fund in accordance with the relevant provisions of Companies Act, 1956 and rules made there under.

viii. The Company does not have any accumulated losses at the end of the financial year. The Company has not incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank. The Company has not issued any debentures.

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

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

xii. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Doogar & Associates Chartered Accountants Firm's Reg. No. 000561N

M. S. Agarwal Place of Signature: Faridabad Partner Date: 29th May, 2015 M. No. 86580

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Mar 31, 2014

We have audited the accompanying financial statements of Haryana Texprints (Overseas) Limited("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, 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 but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement 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 March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. 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.

Annexure referred to in the Para "Report on other Legal and Regulatory Requirements" of the Auditors Report to the Members of Haryana Texprints (Overseas) Limited on the accounts for the year April 1, 2013 to March 31, 2014.

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

(b) As explained to us, the Company has a programme of physically verifying all its fixed assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its business. The management during the year physically verified some of the fixed assets. The discrepancies noticed on such verification between the physical balances and the fixed assets records were not material and have been properly dealt with in the books of accounts.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of fixed Assets during the year, hence, no impact on the going concern status of the Company.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure 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) On the basis of our examination of the record of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of accounts.

iii. During the year, Company has neither taken nor granted secured or unsecured loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

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

(v) (a) According to the information and explanations given to us, we are of the opinion that during the period, the transactions that were required to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no 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 Rs. 5.00 Lacs in respect of any party during the period. Therefore, no comments are being offered on whether or not the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies exceeding Rs.5.00 Lacs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of sections 58A and 58AA of the Companies Act, 1956.

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

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection funds, employee''s state insurance, income tax, sales tax, wealth tax, custom duty, service tax, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were in arrears, as at 31.03.14 for a period of more than six months from the date they became payable.

(c). The disputed statutory dues aggregating to Rs. 69.88 Lacs, that have not been deposited on account of matters pending before appropriate authorities are as under:

S. Name of Statute Nature of Dues Forum where Amount No. dispute is pending (Rs. In lacs)

1 Haryana Local Excise Area Development Entry Tax Commissioner Tax Act, 2000. A.Y. 2000-01 Faridabad 21.46

2 Textile Textile Cess Committee Upto Dec. 2000 Mumbai High Court 4.06

3 Haryana VAT Act VAT & SALES TAX Jt. Commissioner 2003 & CST ACT A.Y. 2003-04 & (Excise & Taxation) 1956 2004-05 Faridabad and Sales & 2006-07 Tax Tribunal at Chandigarh 44.36

(x) There are no accumulated losses as on 31.03.2014. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to Bank.

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

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

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

(xv) The company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) As per information and explanation given by the management, the term loans have been applied for the purpose they were raised.

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

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued debentures.

(xx) No fund by way of public issue has been raised by the company.

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

For DOOGAR & ASSOCIATES Chartered Accountants (Firm Reg. No. 000561N)

(M.S. Agarwal) Place of Signature: Faridabad Partner Date : 30.05.2014 M.N. 86580

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Haryana Texprints (Overseas) Limitedfthe Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement 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 March 31,2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g)of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441 Aof 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.

Annexure referred to in the Para "Report on other Legal and Regulatory Requirements" of the Auditors Report to the Members of Haryana Texprints (Overseas) Limited on the accounts for the year April 1, 2012 to March 31, 2013.

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

(b) As explained to us, the Company has a programme of physically verifying all its fixed assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its business. The management during the year physically verified some of the fixed assets. The discrepancies noticed on such verification between the physical balances and the fixed assets records were not material and have been properly dealt with in the books of accounts.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of fixed Assets during the year, hence, no impact on the going concern status of the Company.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure 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) On the basis of our examination of the record of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of accounts.

iii. During the year, the Company has neither taken nor granted secured or unsecured loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

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

(v) (a) According to the information and explanations give to us, we are of the opinion that during the period, the transactions that were required to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no 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 Rs. 5.00 Lacs in respect of any party during the period. Therefore, no comments are being offered on whether or not the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies exceeding Rs.5.00 Lacs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of sections 58Aand 58AAof the Companies Act, 1956.

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

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to Companies (Cost Accounting Records Rules, 2011) prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whetherthey are accurate or complete.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection funds, employee''s state insurance, income tax, sales tax, wealth tax, custom duty, service tax, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were in arrears, as at 31.03.13 for a period of more than six months from the date they became payable.

(c) The disputed statutory dues aggregating to Rs. 69.58 Lacs , that have not been deposited on account of matters pending before appropriate authorities are as under:

S. Name of Statute Nature of Dues No.

1 Haryana Local Area Development Entry Tax Tax Act, 2000. A.Y 2000-01

2 Textile Committee Textile Cess Upto Dec. 2000

3 Haryana VAT Act 2003 & CSTACT 1956 VAT & SALES TAX A.Y 2003-04 & 2004-05 & 2006-07



S. Name of Statute Forum where Amount No. dispute is pending (Rs. In lacs)

1 Haryana Local Area Excise 21.46 Development Tax Act, 2000 Commissioner Faridabad

2 Textile Committee Mumbai High Court 4.06 Upto Dec. 2000

3 Haryana VAT Act 2003 Jt. Commissioner 44.06 & CSTACT 1956 (Excises Taxation) Faridabad and Sales Tax Tribunal at Chandigarh

(x) There are no accumulated losses as on 31.03.2013. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to Bank.

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

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

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

(xv) The company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) As per information and explanation given by the management, the term loans have been applied for the purpose they were raised.

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

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued debentures.

(xx) No fund by way of public issue has been raised by the company.

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

For DOOGAR & ASSOCIATES

Chartered Accountants

(Firm Reg. No. 000561N)

(M.S.Agarwal)

Place of Signature: Faridabad Partner

Date : 30.05.2013 M.N. 86580

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Mar 31, 2012

1. We have audited the attached Balance Sheet of HARYANA TEXPRINTS (OVERSEAS) LTD ("the Company") as at 31st March 2012, Statement of Profit & Loss and cash flow statement for the Year ended on that date, both 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 requires that we plan and perform the audit to obtain reasonable assurance 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 overall financial statements 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 section 227(4A) of the Companies Act, 1956, we annex hereto 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 in paragraph 3 above we report that:

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

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

c) The balance sheet, statement of profit & loss and cash flow statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the balance sheet, statement of profit & loss and cash flow statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

Attention is drawn to the following: -

i. Deferred Tax Assets amounting to Rs 25.04 lacs has been recognized in accounts on the basis of future income projections made by the management, as in the opinion of the management, there is a virtual certainty that sufficient taxable income would be available in future to adjust such deferred tax assets. We are unable to offer our comments on such future projections and creation of deferred Tax Asset based on such projections and Consequent impact there of, if any,( refer Note No 1.10 of notes on financial Statements).

ii. Treatment of Plant & Machinery as continuous process Plant (Note No 1.30 of notes on financial Statements) Subject to above,

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Notes on financial Statements, give the information required under Companies Act, 1956 in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India: -

i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

ii) In so far as it relates to Statement of Profit and Loss , of the profit of the Company for the year ended on that date; and

iii) In so far as it relates to the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

Annexure referred to in paragraph '3 of the Auditors Report to the Members of Haryana Texprints (Overseas) Limited on the accounts for the year April 1, 2011 to March 31, 2012.

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

fixed assets.

(b) As explained to us, the Company has a programmed of physically verifying all its fixed assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its business. The management during the year physically verified some of the fixed assets. The discrepancies noticed on such verification between the physical balances and the fixed assets records were not material and have been properly dealt with in the books of accounts.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of fixed Assets during the year, hence, no impact on the going concern status of the Company.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of

verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure 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) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) During the year, Company has taken / earlier Taken interest-free / interest bearing loans from one persons/firm

covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 104 Lacs and the year-end balance of such loans taken from such parties was NIL.

(b) In our opinion, the rate of interest wherever applicable and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) As the loans taken are repayable on demand, there is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The Company is regular in payment of interest on loan, wherever applicable.

(d) The Company has not granted secured or unsecured loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of a continuing failure to correct major weaknesses in the aforesaid internal control systems.

(v) (a) According to the information and explanations give to us, we are of the opinion that during the period, the

transactions that were required to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no 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 Rs. 5.00 Lacs in respect of any party during the period. Therefore, no comments are being offered on whether or not the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies exceeding Rs. 5.00 Lacs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of sections 58A and 58AA of the Companies Act, 1956.

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

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to Companies (Cost Accounting Records Rules, 2011) prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however,

not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection funds, employees state insurance, income tax, sales tax, wealth tax, custom duty, service tax, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were in arrears, as at 31.03.12 for a period of more than six months from the date they became payable.

(c) The disputed statutory dues aggregating to Rs. 75.30 Lacs , that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl.Name of Statute Nature of Dues Forum where Amount No. dispute is pending (Rs.Inlacs)

1 Haryana Local Area Development Entry Tax Excise 21.46 Tax Act, 2000. A.Y 2000-01 Commissioner Faridabad

2 Textile Committee Textile Cess Mumbai High Court 4.06 Upto Dec. 2000 3 Haryana VATAct 2003 & CST ACT 1956 VAT & SALES TAX Jt. Commissioner 49.78 A.Y 2003-04 & (Excise & Taxation) 2004-05 & 2006-07 Faridabad and Sales Tax Tribunal at Chandigarh

(x) There are no accumulated losses as on 31.03.2012. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

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

(xiii) In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

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

(xv) The company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) As per information and explanation given by the management, the term loans have been applied for the purpose they were raised.

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

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued debentures.

(xx) No fund by way of public issue has been raised by the company.

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

For DOOGAR & ASSOCIATES Chartered Accountants (Firm Reg. No. 000561N)

(M.S. Agarwal)

Place: Faridabad Partner

Date : 14.08.2012 M.N. 86580

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/S HARYANA TEXPRINTS (OVERSEAS) LTD as at 31st March 2011 and Profit & Loss Account of the company for the year ended on that date annexed thereto and cash flow statement for the Year ended on that date.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with accounting standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on 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 overall financial statements presentation. We believe that our audit provides a reasonable basis of our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we annex hereto 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 report that:

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

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

c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors of the Company as on 31/03/2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31/03/2011 from being appointed as the director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Attention is drawn to the following: -

i. Deferred Tax Assets amounting to Rs.94.17 lacs has been recognized in accounts on the basis of future income projections made by the management, as in the opinion of the management, there is a virtual certainty that sufficient taxable income would be available in future to adjust such deferred tax assets. We are unable to offer our comments on such future projections and creation of deferred Tax Asset based on such projections and Consequent impact there of, if any, (Note No16 of Schedule 18).

ii. Treatment of Plant & Machinery as continuous process Plant (Note No. 7 of Schedule 18)

Subject to above.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Schedules and Notes thereon, give the information required under Companies Act, 1956 in the manner so required and give a true & fair view in confirmity with the accounting principles generally accepted in India: -

i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st, March, 2011

ii) In so far as it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

iii) In so far as it relates to the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

Annexure referred to in paragraph '3' of the Auditors' Report to the Members ot Haryana Texprints (Overseas) Limited on the accounts for the year April 1, 2010 to March 31, 2011.

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

(b) As explained to us, the Company has a programme of physically verifying all its fixed assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its business. The management during the period physically verified some of the fixed assets. The discrepancies noticed on such verification between the physical balances and the fixed assets records were not material and have been properly dealt with in the books of accounts.

(c) In our opinion and according to the information and explanations given to us. the Company has not disposed off substantial part of fixed Assets during the year, hence, no impact on the going concern status of the Company.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us. the procedure 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) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) During the year, Company has taken / earlier Taken interest-free / interest bearing loans from two persons/firm covered in the register maintained under section interest bearing 301 of the Companies Act. 1956. The maximum amount involved during the year was Rs.129.20 lacs and the year-end balance of such loans taken from such parties was Rs.129.20 lacs.

(b) In our opinion, the rate of interest wherever applicable and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) As the loans taken are long term and are repayable on demand, there is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act. 1956. The Company is regular in payment of interest on loan wherever applicable.

(d) The Company has not granted secured or unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

(iv) 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 the purchase of inventories and fixed assets and with regard to the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

(v) (a) According to the information and explanations give to us. we are of the opinion that during the period, the transactions that were required to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no 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 Rs. 5.00 Lacs in respect of any party during the period. Therefore, no comments are being offered on whether or not the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies exceeding Rs.5.00 lacs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices.

(vi) In our opinion and according to the information and explanations given to us. the Company has not accepted any deposits within the meaning of sections 58A and 58AA of the Companies Act, 1956.

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

(viii) As informed, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection funds, employee's state insurance, income tax. sales tax. wealth tax. custom duty, service tax, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were in arrears, as at 31.03.11 for a period of more than six months from the date they became payable.

(c) The disputed statutory dues aggregating to Rs. 85.70 lacs , that have not been deposited on account of matters pending before appropriate authorities are as under:

S. Name of Statute Nature of Dues Forum where Amount No. dispute is (Rs. In lacs) Pending

1 Haryana Local Area Entry Tax Excise 21.46 Development A.Y 2000-01 Commissioner Tax Act, 2000. Faridabad

2 Textile Committee Textile Cess Mumbai High 4.06 Upto Dec. 2000 Court

3 Haryana VAT Act 2003 VAT & SALES Jt. Commissi 60.18 & CST ACT 1956 TAXA.Y 2003-04 oner (Excise& 2004-05 & Taxation) 2006-07 Faridabad

(x) There are no accumulated losses as on 31/03/2011. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

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

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

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

(xv) The company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) As per information and explanation given by the management, the term loans have been applied for the purpose they were raised.

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

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued debentures.

(xx) No fund by way of public issue has been raised by the company.

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

For DOOGAR & ASSOCIATES

CHARTERED ACCOUNTANTS (Firm Reg. No. 000561N)

(M.S. Agarwal)

PARTNER M.N.86580

Place: Faridabad Date : 08.08.2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/S HARYANATEXPRINTS (OVERSEAS) LTD as at 31st March 2010 and Profit & Loss Account of the company for the year ended on that date annexed thereto and cash flow statement for the Year ended on that date.

These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with accounting standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on 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 overall financial statements presentation. We believe that our audit provides a reasonable basis of our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we annex hereto 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 report that:

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

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

c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors of the Company as on 31/03/2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31/03/2010 from being appointed as the director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Attention is drawn to the following: -

i. Deferred Tax Assets amounting to Rs. 115.05 lacs has been recognized in accounts on the basis of future income projections made by the management, as in the opinion of the management, there is a virtual certainty that sufficient taxable income would be available in future to adjust such deferred tax assets. We are unable to offer our comments on such future projections and creation of deferred Tax Asset based on such projections and Consequent impact there of, if any (Note No15 of Schedule 18).

ii. Treatment of Plant & Machinery as continuous process Plant (Note No. 7 of Schedule 18)

Subject to above,

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Schedules and Notes thereon, give the information required under Companies Act, 1956 in the manner so required and presents a true & fair view in confirmity with the accounting principles generally accepted in India: -

i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st, March, 2010.

ii) In so far as it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

iii) In so far as it relates to the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR S REPORT

Annexure referred to in paragraph 3 of the Auditors Report to the Members of Haryana Texprints (Overseas) Limited on the accounts for the year April 1, 2009 to March 31, 2010.

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

(b) As explained to us, the Company has a programme of physically verifying all its fixed assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its business. The management during the period physically verified some of the fixed assets. The discrepancies noticed on such verification between the physical balances and the fixed assets records were not material and have been properly dealt with in the books of accounts.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of fixed Assets during the year, hence, no impact on the going concern status of the Company.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure 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) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) During the year, Company has taken / earlier Taken interest-free loans from 4 persons/firm covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.55.25 lacs and the year-end balance of such loans taken from such parties was Rs.25 lacs.

(b) In our opinion, the other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) As the loans taken are long term and are repayable on demand, there is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(d) The Company has not granted secured or unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

(iv) 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 the purchase of inventories and fixed assets and with regard to the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures. (v) (a) According to the information and explanations give to us, we are of the opinion that during the period, the transactions that were required to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no 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 Rs. 5.00 Lacs in respect of any party during the period. Therefore, no comments are being offered on whether or not the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies exceeding Rs.5.00 lacs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices (vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of sections 58A and 58AA of the Companies Act, 1956.

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

(viii) As informed, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection funds, employees state insurance, income tax, sales tax. wealth tax, custom duty, service tax, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were in arrears, as at 31.03 10 for a period of more than six months from the date they became payable.

(c) The disputed statutory dues aggregating to Rs. 86.98 lacs , that have not been deposited on account of matters pending before appropriate authorities are as under:



S. Name of Statute Nature of Dues Forum where dispute is Amount (Rs. In lacs)

No. pending

1 Haryana Local Area Entry Tax A.Y 2000-01 Excise Commissioner 21.46 Development Tax Act, Faridabad

2000.

2 Textile Committee Textile Cess Upto Dec. Mumbai High Court 4.06 2000

3 Haryana VAT Act 2003 & VAT & SALES TAX A.Y Jt. Commis- sioner (Excise 60.18 CST ACT 1956 2003-04 & 2004-05 & & Taxation) Faridabad

2006-07

4 Employee State Insurance ESI Dues ESI Court Faridabad 1.28 Act



(x) There are no accumulated losses of the Company as on 31/03/2010. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

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

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

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

(xv) The company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) No Term Loan has been raised by the Company during the year.

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

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued debentures.

(xx) No fund by way of public issue has been raised by the company.

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



For DOOGAR & ASSOCIATES

Chartered Accountants

(Firm Reg. No. 000561N)

(M.S. Agarwal)

Place : Faridabad Partner

Date : 11.08.2010 M.N. 86580