Auditor Report of Jagjanani Textiles Ltd.

Mar 31, 2024

JAGJANANI TEXTILE LIMITED CIN: L17124RJ1997PLC013498

REPORT ON THE STANDALONE FINANCIAL STATEMENTS:

OPINION

We have audited the standalone financial statements of JAGJANANI TEXTILE LIMITED (“the Company”) which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (Including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “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 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Act, of the state of affairs of the Company as at March 31, 2024, and its profits and other comprehensive income, changes in equity and its cash flows 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 SAs are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

On the basis of audit procedures carried out and discussion with the management, we determined that there are no matters which are to be classified as Key Audit Matters for current financial year.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS’ REPORT THEREON

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the 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’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:

The Company’s Management and Board of Directors are 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS), accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standard) Rules, 2015 as amended.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS:

Our objectives are to obtain reasonable assurance about whether the 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 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 Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements 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 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 financial statements, including the disclosures, and whether the 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.

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

OTHER MATTERS:

This is to call attention to the note 17 and 25 (b) that the majority of the company''s other revenue comes from the directors'' abandonment of their right to recovery for the company''s financial liabilities, which take the form of director loans.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:

1. As required by The Companies (Auditor''s Report) Order, 2020 issued by The Central Government of India in term of section 143 (11) of The Companies Act, 2013, we enclose in the Annexure-A

hereto a statement on the matters specified in paragraphs 3 and 4 of the said order, to the extent applicable to the company.

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 appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity & the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

d) In our opinion, aforesaid Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity & the Statement of Cash Flows comply with the Indian Accounting Standards prescribed under section 133 of the Act;

e) On the basis of written representations received from the directors of the Company as on March 31, 2024, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, from being appointed as a director in terms of sub-section (2) of section 164 of Act;

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

g) With respect to the other matters 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 had the following litigations pending as at the end of the financial year which may impact its financial position on final disposal of the respective matters.

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

iii. As at 31st March, 2024, ^0.32 Lacs is required to be transferred to the Investor Education and Protection Fund by the Company.

iv. Management Representation:

a. The Management of the Company has represented to us that to the best of it’s knowledge and belief, no funds (which are material either individually or in the aggregate) 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(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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 of the Company has represented, that, to the best of it’s knowledge and belief no funds (which are material either individually or in the aggregate) have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c. Based on audit procedures which we 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) Companies (Audit and Auditors) Rules, 2014 (as amended) and provided in clauses (a) and (b) above contain any material mis-statement.

v. The company has not declared or paid any dividend during the year.

vi. Based on our examination which included test checks, the company had used an accounting software for maintaining its books of account for the financial year ended March 31, 2024, which has a feature of recording audit trail (edit log) facility and that the audit trail feature used by the company to maintain accounting transactions did not operate throughout the year for all relevant transactions recorded in the software. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not fulfilled for the financial year ended March 31, 2024.

3. With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

FOR, RAJESHKUMAR P SHAH & CO, CHARTERED ACCOUNTANTS, FIRM REG. NO.: 129110W

CA RAJESH SHAH

PLACE: AHMEDABAD PROPRIETOR

DATE: MAY 28^th, 2024 M. NO.: 105321

UDIN: 24105321BKAVOT4952

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Mar 31, 2014

We have audited the accompanying financial statements of Jagjanani Textiles Limited which comprise of the Balance Sheet as at March 31, 2014, and the Statement of Profit & 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 Section 211(3C) of the Companies Act,1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the Financial statements in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

1. 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 Organization as at March 31, 2014;

B. In the case of the Statement of Profit and Loss Account, of the profit for the year ended on that date; and 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 Section 227(4A) 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; In our opinion, proper books of accounts as required by law have been kept by the organization so far as appears from our examination of those books.

B .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.

C. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act;

D. On the basis of the written representations received from the directors as on March 31, 2014, 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 Section 274(1)(g) of the Act.

Annexure to Independent Auditors'' Report Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date:

1. The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets. All the fixed assets have been physically verified during the year by the Management. Further, we are informed that no material discrepancies were noted during such verification. None of the fixed assets of the Company have been revalued during the year.

2. Inventory:-

a) The Company has maintained records pertaining to finished goods, stores, spares, raw material, purchases, sale of goods, by-products, scrap and book debts.

b) Inventories have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable to the extent clarified to us.

c) 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.

d) The discrepancies noticed on physical verification of stocks as compared to book records which were not material, have been properly dealt with in the books of accounts.

e) In our opinion the valuation of stock is fair and proper and in accordance with generally accepted accounting principles.

3. The Company has not taken any loan from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956 and / or Companies under the same management as defined under sub-section (1B) of section 370 of the Companies Act, 1956. The Company has not granted any loan to companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956 and / or Companies under the same management as defined under sub-section (1B) of section 370 of the Companies Act, 1956. According to the information and explanation given to us, no loans and advances in the nature of loans have been given to the parties including the employees.

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 regards to purchases of stores, raw material including components, plant and machinery, equipment and other assets and for the sale of goods.

5. We are informed that there are no transactions with any party for the purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 during the year under review.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year. Accordingly the clause 4(vi) of the order is not applicable.

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

8. We have broadly reviewed the cost records maintained by the company in respect of products where, pursuant to the Companies (Cost Accounting Records) Rules,2011 made by the Central Government, the maintenance of cost records has been prescribed under Section 209(1) (d) of the Companies Act, 1956. We are of the opinion that prima facie the prescribed accounts and records have been maintained and are being made up. We have not, however, made a detailed examination of records with a view to determining whether they are accurate or complete.

9. The Company has been regular paying dues under the E.S.I. Act with the appropriate authorities. According to the books and records examined by us and the information and explanation given to us, no undisputed amount payable in respect of income tax, wealth tax, sales tax, VAT, custom duty, service tax, excise duty cess & other material statutory dues applicable to it were in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable. However, '' 15,71,772/-pertaining to TDS remained unpaid for a period of more than six months from the date they became payable.

10. The Company has accumulated losses of Rs. 1856.12 Lacs as at 31st March, 2014. The company has earned profit of Rs. 451.27 Lacs in the financial year 2013-14 under report and has not incurred any cash loss in the immediately preceding financial year 2012-13.

11. The Company has settled loan accounts of UCO Bank, by Assignment of Debt to an Asset Reconstruction Company

12. According to the information and explanations given to us and based on the documents and records produced to us, Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the order is not applicable.

13. In our opinion, the Company is not a chit fund or a Nidhi /mutual benefit fund/society. Accordingly, clause 4(xiii) of the order is not applicable.

14. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the order is not applicable.

16. On the basis of information and explanation given to us term loan raised during the year has been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment by the Company or vice versa.

18. During the year the company has not made any preferential allotment of share. Accordingly, clause 4 (xviii) of the order is not applicable.

19. The Company has not issued any debenture so far. Accordingly, clause 4(xix) of the order is not applicable.

20. The Company has not raised any money through public issue during the year. Accordingly, clause 4(xx) of the order is not applicable.

21. 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 was noticed or reported during the year that causes the financial statements to be materially misstated.

For G. Dutta & Co. Chartered Accountants F.R. No.: 002136C (Gopal Dutta) Partner M.No. 071312 Jaipur 04-09-2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Jagjanani Textiles Limited which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit & Loss 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 of the organization in accordance with the Accounting Standards. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the Financial Statements that is free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and Disclosures in the financial statements. The procedures selected depend on the auditor''s Judgment, including the assessment of the risks of material misstatement of the financial Statements, whether due to fraud or error. In making those risk assessments, the auditor Considers internal control relevant to the organization''s preparation and fair presentation ofthe Financial statements in orderto design audit durestiiatar eappropiiatemlhe Circurnstances.

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 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 Balance Sheet, ofthe state of affairs ofthe Organization as at March 31,2013;

(b) in the case of Profit and Loss Account, ofthe profit/ loss for the year ended on that date;

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

Referred in paragraph (3) of our report of even date:

1. The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets. All the fixed assets have been physically verified during the year by the Management. Further, we are informed that no material discrepancies were noted during such verification. None of the fixed assets of the Company have been revalued during the year.

2. Inventory:-

a) The Company has maintained records pertaining to finished goods, stores, spares, raw material, purchases, sale of goods, by-products, scrap and book debts.

b) Inventories have been physically veri fied by the management during the year and in our opinion the frequency of verification is reasonab! to the extent clarified to us.

c) 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.

d) The discrepancies noticed on physical verification of stocks as compared to book records which were not material, have been properly dealt with in the books of accounts.

e) In our opinion the valuation of stock is fair and proper and in accordance with generally accepted accounting principles.

3. The Company has not taken any loan from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956 and / or Companies under the same management as defined under sub-section (IB) of section 370 of the Companies Act, 1956. The Company has not granted any loan to companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956 and / or Companies under the same management as defined under sub-section (IB) of section 370 of the Companies Act, 1956. According to the information and explanation given to us, no loans and advances in the nature of loans have been given to the parties including the employees.

4. 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 regards to purchases of stores, raw material including components, plant and machinery, equipment and other assets and for the sale of goods.

5. We are informed that there are no transactions with any party for the purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 during the year under review.

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

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

8. We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed under Section 209(1) (d) of the Companies Act, 1956. We are of the opinion that prima facie the prescribed accounts and records have been maintained and are being made up. We have not, however, made a detailed examination records with a view to determining whether they are accurate or complete.

9. The Company has been regular paying dues under the E.S.I. Act with the appropriate authorities. According to the books and records examined by us and the information and explanation given to us, no undisputed amount payable in respect of income tax, wealth tax, sales tax, VAT, custom duty, service tax, excise duty cess & other material statutory dues applicable to it were in arrears as at 31 st March, 2013 for a period of more than six months from the date they become payable. However, Rs. 7,17,167/-pertaining to TDS remained unpaid for a period of more than six months from the date they became payable.

10. The Company has Rs. 2307.39 Lacs accumulated losses as at 31st March, 2013. The company has earned profit ofRs. 208.17 Lacs in the financial year 2012-13 under report and cash loss ofRs. 874.75 Lacs in the immediately preceding financial year 2011 -12.

11. The Company has settled loan accounts of IDBI Bank and Bank of Baroda, by Assignment of Debt to an Asset Reconstruction Company. Now only UCO Bank account is pending in settlement. UCO Bank has filed suit for recovery with Debt Recovery Tribunal, Jaipur.

12. According to the information and explanations given to us and based on the documents and records produced to us, Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the order is not applicable.

13. In our opinion, the Company is not a chit fund or a Nidhi/mutual benefit fund/society. Accordingly, clause 4(xiii) of the order is not applicable.

14. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xi v) of the order is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the order is not applicable.

16. On the basis of information and explanation given to us term loan raised during the year has been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of balance sheet of the company, we report that no funds raised on short term basis have used for long term investment by the Company or vice versa.

18. During the year the company has not made any preferential allotment of share. Accordingly, clause 4 (xviii) of the order is not applicable.

19. The Company has not issued any debenture so far. Accordingly, clause 4(xix) of the order is not applicable.

20. The Company has not raised any money through public issue during the year. Accordingly, clause 4{xx) of the order is not applicable.

21. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company was noticed or reported during the year that causes the financial statements to be materially misstated.

For G.Dutta & Co.

Firm Regn. No. - 002136C

Chartered Accountants

Sd/-

(Gopal Dutta)

Partner

Place: Jaipur M.No. 071312

Date: 25.08.2013

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Mar 31, 2012

We have audited the attached Balance Sheet of Jagjanani Textiles Limited as at 31st March 2012 and the Profit & Loss Account & Cash Flow Statement for the year ended on that date annexed thereto and report that:

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

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

3. As required by the Companies(Auditor''s Report) Order, 2003 as amended by the Companies(Auditor''s Report)Order, (Amendement) 2004 issued by the Government of India in terms of Section 227(4A) of the Companies Act,1956, we annex hereto a statement on the matters specified in the paragraphs 4 &5 ofthe said Order.

4. Further to our comments referred to in paragraph(3) above we report that:

a) We have obtained all the information and explanation, which to the best of our knowledge and belief where 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 as appears from our examination ofthese 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 accounts.

d) In our opinion the Balance Sheet and the Profit and Loss Account dealt with by this report are in compliance with the accounting standards referred to in Section 211(3C) of the Companies Act,1956 and are in agreement with the books of account.

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

f) In our opinion and to the best of our information and according to the explanation given to us, the accounts read with the notes thereon, give the information required by the Companies Act,1956, in the manner so required and give a true and fair view:

i) In the case ofthe Balance Sheet, ofthe state of affairs of the Company as at 31st March,2012.

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

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

Referred in paragraph (3) of our report of even date:

1. The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets. All the fixed assets have been physically verified during the year by the Management. Further, we are informed that no material discrepancies were noted during such verification.

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

2. Inventory:-

a. The Company has maintained records pertaining to finished goods, stores, spares, raw material, purchases, sale of goods, by-products, scrap and book debts.

b. Inventories have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable to the extent clarified to us.

c. 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.

d. The discrepancies noticed on the physical verification of stocks as compared to book records which were not material, have been properly dealt with in the books of accounts.

e. In our opinion the valuation of stock is fair and proper and in accordance with generally accepted accounting principles.

3. The Company has not taken any loan from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956 and / or Companies under the same management as defined under sub-section (1B) of section 370 of the Companies Act, 1956. The Company has not granted any loan to companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956 and / or Companies under the same management as defined under sub-section (1B) of section 370 of the Companies Act, 1956. According to the information and explanation given to us, no loans and advances in the nature of loans have been given to the parties including the employees.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size ofthe company and the nature of its business with regards to purchases of stores, raw material including components, plant and machinery, equipment and other assets and for the sale of goods.

5. We are informed that there are no transactions with any party for the purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 ofthe Companies Act,1956 during the year under review.

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

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

8. We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed under Section 209(1)(d) of the Companies Act, 1956. We are of the opinion that prima face the prescribed accounts and records have been maintained and are being made up. We have not, however, made a detailed examination records with a view to determining whether they are accurate or complete.

9. The Company has been regular paying dues under the E.S.I. Act with the appropriate authorities. However Rs. 147847/- under the Employees Provident Fund Act unpaid amounts are there. According to the books and records examined by us and the information and explanation given to us, no undisputed amount payable in respect of income tax, wealth tax, sales tax, VAT, custom duty, service tax, excise duty cess &other material statutory dues applicable to it were in arrears as at 31st March, 2012 for a period of more than six months from the date they become payable. However, Rs. 994004/-pertaining to TDS remained unpaid for a period of more than six months from the date they became payable.

10. The Company has Rs. 3536.10 Lacs accumulated losses as at 31st March 2012. The company has incurred cash loss of 874.75 Lacs in the financial year 2011-12 under report and 875.20 Lacs in the immediately preceding financial year 2010-11.

11. The Company has defaulted in repayment of dues to the Banks and the Banks have not accepted the request for rescheduling the repayment under the Corporate Restructuring Scheme. Banks have initiated action against the Company under the SARFAESI Act, 2002 for recovery oftheir dues.

12. According to the information and explanations given to us and based on the documents and records produced to us, Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the clause 4(xii) of the order is not applicable.

13. In our opinion, the Company is not a chit fund or a Nidhi/mutual benefit fund/society. Accordingly the clause 4(xiii) ofthe order is not applicable.

14. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the clause 4(xiv) ofthe order is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly the clause 4(xv) of the order is not applicable.

16. On the basis of information and explanation given to us no term loan raised during the year have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have used for long term investment by the Company or vice versa.

18. During the year the company has not made any preferential allotment of share. Accordingly the clause 4 (xviii) ofthe order is not applicable.

19. The Company has not issued any debenture so far. Accordingly the clause 4(xix) of the order is not applicable.

20. The Company has not raised any money through public issue during the year. Accordingly the clause 4(xx) ofthe order is not applicable.

21. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company was noticed or reported during the year that causes the financial statements to be materially misstated.

For G.Dutta & Co.

Firm Regin. No.- 002136C

Chartered Accountants

Sd/-

(Gopal Dutta)

Sr. Partner

Place: Jaipur M.No. 071312

Date: 28.09.2012

---

Mar 31, 2010

We have audited the attached Balance Sheet of Jagjanani Textiles Limited as at 3 Is March, 2010, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto and report that:

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

2, We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statement presentation. 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 provided a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) Order, (Amendment) 2004 issued by the Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in the paragraphs 4 & 5 of the said Order.

4. Further to our comments 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 as appears from our examination of these 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;

a") In our opinion the Balance Sheet and the Profit and Loss Account dealt with by this report are in compliance with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956 and are in agreement with the books of account.

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

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

i) In case ofthe Balance Sheet, ofthe state of affairs ofthe Company as at 31 st March, 2010. ii) In the case ofthe Profit and Loss Account, ofthe Loss for the year ended on that date. iii) In the case of Cash Flow Statement, ofthe cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph (3) of our report of even date:

1 The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets. All the fixed assets have been physically verified during the year by the Management and the frequency of such verification was reasonable. Further, we are informed that no material discrepancies were noted during such verification. No fixed asset was disposed off during the year.

2. None of the fixed assets of the Company have been re-valued during the year.

3. (a) The Company has maintained records pertaining to finished goods, stores, spares, raw materials, purchases, sale of goods, by- products, scrap and book debts.

(b) Inventories have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable.

(c) 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.

(d) The discrepancies noticed on physical verification of stocks as compared to book records which were not material, have been properly dealt with in the books of account.

4. In our opinion the valuation of stocks is fair and proper and in accordance with generally accepted accounting principles.

5. The Company has not taken any loan from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and/or companies under the same management as defined under sub-section (IB) of Section 370 of the Companies Act, 1956.

6. The Company has not granted any loan to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and/ or companies under the same management as defined under sub-section (1B) of Section 370 of the Companies Act, 1956.

7. According to the information and explanations given to us, no loans and advances in the nature of loans have been given to parties including the employees.

8. 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 purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for the sale of goods.

9. We are informed that there are no transactions with any party for the purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 during the year under review.

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

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

12. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed under Section 209(1) (d) of the Companies Act, 1956. We are of the opinion that prima facie the prescribed accounts and records have been maintained and are being made up. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

13. The Company has been regularly paying dues under the E.S.I. Act with the appropriate authorities. However, some dues underthe Employees Provident Fund Act remain unpaid.

14. According to the books and records examined by us and the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, service tax, excise duty cess & other material statutory dues applicable to it were in arrears as at 31 st March, 2010 for a period of more than six months from the date they became payable.

15. The Company has Rs. 465.31 lacs accumulated losses as at 31st March, 2010. The company has incurred cash loss of Rs. 1274.94 lacs in the financial year 2009-10 under report and Rs. 112.88 lacs in the immediately preceding financial year 2008-09.

16. The Company has defaulted in repayment of dues to Banks during the year. It has been explained to us ~ that the Company has approached banks for rescheduling the repayment of loans under Corporate Debt Restructuring Scheme. The proposal is awaiting approval.

17. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the clause 4(xii) of the order is not applicable.

18. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund / society. Accordingly the clause 4(xiii) of the order is not applicable.

19. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the clause 4(xiv) of the order is not applicable.

20. According to information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly the clause 4(xv) of the order is not applicable.

21. On the basis of information and explanation given to us, term loan raised during the year have been applied for the purposes for which they were raised.

22. According to information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the Company or vice versa.

23. During the year, the Company has not made any preferential allotment of shares. Accordingly clause 4(xviii) of the order is not applicable.

24. The Company has not issued any debentures so far. Accordingly clause 4(xix) of the order is not applicable.

25. The Company has not raised any money through public issue during the year. Accordingly clause 4(xx) of the order is not applicable.

26. 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 was noticed or reported during the year that causes the financial statements to be materially misstated.



For G.Dutta & Co

Chartered Accountants

(GOPAL DUTTA)

Sr. Partner

Membership No. 71312

Place: Jaipur

Date: 27.08.2010