Auditor Report of Mayur Leather Products Ltd.

Mar 31, 2024

We have audited the accompanying standalone Ind AS financial statements of Mayur
Leather Products Limited ("the Company"), which comprise the Balance Sheet as at
March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive
Income), the Cash Flow Statement and the Statement of Changes in Equity for the year
then ended, and a summary of the significant accounting policies and other explanatory
information.

In our Opinion and to the best of our information and according to the explanations given
to us, except for the effects and indeterminate effect of the matters described in the basis
for Qualified Opinion section below, the aforesaid Standalone Financial Statements give
the information required by the Companies Act,2013 ("the Act") in the manner so
required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the company as at March 31,2023 and
total comprehensive income (comprising profit and other comprehensive income),
changes in equity and its cash flows for the year then ended

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under Section 143(10) of the Act. Our responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the Audit of the Standalone Financial
Statements section of our report. We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the Standalone financial
statements under the provisions of the Act and the Rules there under, 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.

Qualified Opinion

1. As Detailed in Note No. 44 of Standalone Financial Statements, Gratuity has not been
provided as per actuary valuation as required in IND AS-19 (Employees Benefits).

2. As Detailed in Note No. 45 of Standalone Financial Statements, Loans and Advances
amounting in Rs. 422.34 Lakhs are subject to confirmation and Reconciliation.

Emphasis of matter

We draw your attention to Note 43 to the standalone financial statements, which describe
the management''s assessment of the impact of the outbreak of coronavirus (Covid-19)
pandemic on the business operations of the Company. The management believes that no
adjustments, other than those already considered, are required in the financial statements
as it does not impact the current financial year, however in view of the various preventive
measures taken (such as complete lock-down restrictions by the Government of India,
travel restrictions etc.) and highly uncertain economic environment, a definitive
assessment of the impact on the subsequent periods is highly dependent upon
circumstances as the evolve.

Our opinion is not modified in respect of this matter.

Key audit matters

1. We draw attention to Annexure to the Auditor''s Report Para No. vii (a) that the
company is not regular in depositing its statutory dues with appropriate authorities. Our
opinion is not qualified in respect of this matter.

2. The Company is in process to prepare Return and reconciliation for Goods and
Service tax for the financial year 2022-23. In the absence of sufficient details and
information, we are unable to determine the correct liabilities of tax, interest and penalty;
accordingly we are unable to comment on the impact of related liability included in these
Standalone Financial Statements.

3. Going Concern

Going Concern is an accounting term for business that is assumed will meet its financial
obligations when they become due. It functions without the threat of liquidation for the
foreseeable future. Hence a declaration of going concern means that the business has
neither the intention nor the need to liquidate or to materially curtail the scale of its
operation. The company is preparing its financial statement on going concern basis.

However, in our case the company is not sound and incurring losses for last few years.
Further company is not paying its statutory dues. This indicate that Material Uncertainty
exist that may cast significant doubt on the company''s ability to continue as a going
concern.

Other Information

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 Standalone Financial Statements and our Auditors Report
thereon.

The Annual Report is expected to be made available to us after the date of this Auditor''s
Report. Our opinion on the Standalone Financial Statements does not cover the other
information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is
to read the other information identified above when it becomes available and, in doing so,
consider whether the other information is materially inconsistent with the Standalone
Financial Statements or our knowledge obtained in the audit or otherwise appear to be
materially misstated. When we read the annual report, if we conclude that there is
material misstatement therein, we are required to communicate the matter to those
charged with governance and take appropriate action as applicable under the relevant
laws and regulations.

We have nothing to report in this regard.

Management''s Responsibility for the Standalone Ind AS 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 standalone Ind AS financial statements to 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 accounting
principles generally accepted in India, including the Indian Accounting Standards
specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended)
under Section 133 of the Act. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the
assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the standalone Ind AS financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the 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 the cease operations or has no realistic alternative but to do so, the Board of Directors
are also responsible for overseeing the company''s financial reporting process.

Auditors'' Responsibility

Our objective is to obtain reasonable assurance about whether the Standalone Financial
Statements as a whole are free from material misstatement, whether due to fraud or error
and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that 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 skepticism throw-out the audit. We also;

• Identify and asses the risks of material misstatement of the Standalone Financial
Statements, whether due to fraud or error, design and perform audit procedures
responsive to those risk and obtain audit evidence that is sufficient and appropriate to
provide 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 and understanding of internal controls relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the
Act, we are responsible for expressing our opinion 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 reasonableness of
accounting estimates and related disclosures made by management and Board of
Directors.

• Conclude on the appropriateness of management''sand Board of Directors 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 auditors report to the related
disclosures in the Standalone Financial Statements or, if such disclosure are inadequate, to
modify our opinion. Our conclusion are based on the audit evidence obtained upto the
date of our auditors report. However, future events or conditions may cause the company
to cease to continue as a going concern.

• Evaluate the overall presentation, structure and contents of the Standalone Financial
Statements including the disclosures and whether the Standalone Financial Statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance regarding, among other matters,
the planed 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 the we have complied
with relevant ethical requirements regarding independence ,and to communicate with
them all relationship and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safe guards.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016, issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act ("the Order"),
and on the basis of such checks of the books and records of the Company as we
considered appropriate and according to the information and explanations given to us,
we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of
the Order.

2. 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 law have been kept by the
Company so far as it appears from our examination of those books.

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

d) In our opinion the aforesaid standalone Ind AS financial statements comply with the
Indian Accounting Standards specified under Section 133 of the Act except INDAS 19
(Employee Benefits).

e) On the basis of the written representations received from the directors as on March 31,
2022 taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to
financial statements of the Company and the operating effectiveness of such controls,
refer to our separate Report in Annexure A.

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

i. As Explained to us, the Company has no material impact of pending Litigation
as at March 31, 2023 on its financial position in its standalone Ind AS financial
statements;

ii. The Company does not have derivative contracts and in respect of other long¬
term contracts there are no material foreseeable losses as at March 31, 2023;

iii. There has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by die Company during the year ended
March 31, 2023;

(a) The management has represented that, to the best of its knowledge and
belief, as disclosed in the notes to the Standalone Financial Statements, no funds have
been advanced or loaned or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the Company to or in any other person(s) or
entity(ies), including foreign entities ("Intermediaries"), with the understanding,
whether recorded in writing or odierwise, that the Intermediary shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or die like on behalf of the Ultimate Beneficiaries
(Refer Note 51(ii) to the Standalone Financial Statements);

(b) The management has represented that, to the best of its knowledge and
belief, as disclosed in the notes to the Standalone Financial Statements,no funds 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, diat the Company shall, whedier, 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 (Refer Note 51(ii) to the Standalone Financial
Statements); and

(c) Based on such audit procedures that 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 (a) and (b) contain any material
misstatement.

(iv) No dividend was declared / paid during the year.

(v) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining
books of account using accounting software which has a feature of recording audit trail
(edit log) facility is applicable to the Company with effect from April 1, 2023, and
accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules,
2014 is not applicable for the financial year ended March 31, 2023.

(i) with respect to the matter to be included in the Auditors'' Report under Section
197(16):

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)
which are required to be commented upon by us.

For MADHUKAR GARG & COMPANY
CHARTERED ACCOUNTANTS
FRN: 000886C

(SUNIL SHUKLA)

Place: Jaipur PARTNER

Date: 31/10/2023 M.NO. 071179

UDIN : 23071179BGZLWX3070

---

Mar 31, 2015

We have audited the accompanying financial statements of MAYUR LEATHER PRODUCTS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal 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 there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 31st 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 companies Act,2013 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 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 is 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 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; and

(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 litigation, if any on its financial position in its financial statements - refer Note No. 39 to the financial statements;

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

iii. As detailed in Note No. vii(c) of the Annexure to the Auditors Report, There are delays in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS' REPORT

For the Year Ended on 31st March, 2015

Referred to Para Report on Other Legal and Regulatory Requirements' 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) Fixed Assets have been physically verified by the management during the year at reasonable intervals. No material discrepancies were noticed on such verification.

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

(b) In our opinion, the procedures of physical verification of Inventory followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records of inventory and the discrepancies noticed between the physical stocks and the books record were not material.

(iii) (a) The Company has granted loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(b) Terms & Conditions of the loan granted by the company are not pre-defined, however the rate of interest & other term & conditions of loan given by the company secured or unsecured are prima facie not prejudicial to the interest of the company.

(c ) Terms & Conditions of loan granted by the company are not pre-defined, however the company is regular in recovery of principal and interest in respect of loan given.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to the purchases of inventories, fixed assets and for the sale of goods. We have not observed any continuing failure to correct major weakness in internal control system.

(v) As informed to us, the Company has not accepted any deposits under the provisions of Section73 to 76 or any other relevant provisions of the Act and the rules framed there under.

(vi) The Central Government has prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 in respect of manufacturing activity of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, carried out a detailed examination of the same with a view to determine whether they are accurate or complete.

(vii) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on Management representations, undisputed statutory dues including Provident Fund, Employees' state Insurance Dues, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value added tax, Cess and Other material Statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31st, 2015 for a period of more than six months from the date of becoming payable.

(b) As at 31st March, 2015, there have been no disputed dues which have not been deposited with the respective authorities in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty,Value Added Tax and Cess.

(c) The amount required to be transferred to Investor Education And Protection Fund in accordance with the relevant provisions of the Companies Act,1956 (1 of 1956) and rules made there under has been transferred to such fund within time except for Instances detailed below:

Financial Unclaimed Year Amount Due Date for Transfer In Date Of Transfer Investor Education & protection Fund

2002-03 39710 05/12/10 28/06/14

2003-04 26290 09/09/11 28/06/14

2004-05 142251.6 23/08/12 05/08/14

2005-06 35554 17/08/13 25/09/14

2006-07 33000 09/04/14 10/06/14

2006-07 (final) 35332 15/07/14 21/08/14

(viii) The Company has neither accumulated losses as at 31st March, 2015, nor it has incurred any cash loss either during the financial year ended on that date or in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of its dues to any financial institution or bank or to debenture holders during the year.

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

(xi) During the year, the Company has not obtained any Term Loan.

(xii) As per the information and explanations given to us and on the basis of examination of records, no fraud on or by the Company was noticed or reported during the year.

for MADHUKAR GARG & COMPANY

CHARTERED ACCOUNTANTS

FRN 000866C

Place : Jaipur

Date : 30.05.2015 (SUNIL SHUKLA)

PARTNER

M.NO. 071179

---

Mar 31, 2014

We have audited the accompanying financial statements of MAYUR LEATHER PRODUCTS 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 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 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 evaluation of 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 Profit and Loss Account, of the profit for the year ended on that date.

(c) in the case of the Cash Flow Statement, of the Cash Flow 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 paragraph 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 and Statement of Profit and Loss & Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet and Statement of Profit and Loss 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 31,2013, 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 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 TO THE AUDITORS'' REPORT

(Referred to in paragraph iunder the heading "Report on Legal and Regulatory Requirements" of our Report of even date)

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

(b) Fixed Assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) Substantial part of fixed assets have not been disposed off during the year.

2. (a) The inventory of the Company, has been physically verified by the Management during the year. The frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records of inventory and the discrepancies noticed between the physical stocks and the book record were not material.

3. (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) As the company has not given any loan hence the requirement of rate of interest & other terms & conditions of loan given by the company, secured or unsecured are prejudicial to the interest of the company or not is not applicable.

(c) Requirement of regular receipt of the principal amount and interest is not applicable being no loan given by the company.

(d) Company has not given any loan hence there is no overdue amount of more than rupees one lakh.

(e) The company has not taken any loans, secured or unsecured from companies firm or other parties covered in the register maintained under section 301 of the Act.

(f) As the Company has not taken any loan hence the requirement of rate of interest and other terms & conditions of loans taken by the Company, secured or unsecured are prejudicial to the interest of the Company or not is not applicable.

(g) Requirement of regular payment of the principal amount and interest is not applicable being no loan taken by the Company.

4. There are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchases of inventories, fixed assets and for the sale of goods. There is no continuing failure to correct major weaknesses in internal control system.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements that need 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, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits under the provisions of Section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under.

7. In our opinion, the Company''s present internal audit system is commensurate with its size and nature of its business.

8. On the basis of records produced to us, we are of the opinion that, prima facie, the cost records prescribed by the Central Government of India under section 209(1)(d) of the Act have been maintained. However, we are not required to and have not carried out any detailed examination of such accounts and records.

9. (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on Management representations, undisputed statutory dues in respect of Provident Fund, Employee''s State Insurance dues, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and Other Statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India.

(b) As at 31st March, 2014, there have been no disputed dues which have not been deposited with the respective authorities in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Tax, Excise Duty and Cess.

10. The Company has neither accumulated losses as at 31st March, 2014, nor it has incurred any cash loss either during the financial year ended on that date or in the immediately preceding financial year.

11. As per the records of the Company, it has not defaulted in repayment of its dues to any financial institution or bank or to debenture holders during the year.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to it.

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year.

15. The Company has not given guarantees for loans taken by others from banks or financial institutions.

16. The Company has not taken any term loan during the year.

17. On the basis of review of utilization of funds which is based on overall examination of the balance sheet of the company, related information as made available to us and as represented to us by the Management, funds raised on short term basis have not been used for long term investment.

18. The Company has not made preferential allotment of shares to parties & companies covered in the register maintained under Section 301 of the Act during the year.

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

20. The Company has not raised any money by public issue during the year.

21. As per the information and explanations given to us and on the basis of examination of records, no fraud on or by the Company was noticed or reported during the year.

for MADHUKAR GARG & COMPANY Chartered Accountants FRN 000866C

Place : Jaipur SUNIL SHUKLA Date : 30/5/2014 (Partner) M. No. 0711 79

---

Mar 31, 2013

To the Members of Mayur Leather Products Ltd Report on the Financial Statements

We have audited the accompanying financial statements of Mayur Leather Products Ltd PRODUCTS LIMITED ("the 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 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 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 evaluation of 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 ouraudit 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 Profit and Loss Account, of the profit for the year ended on that date.

(c) in the case of the Cash Flow Statement, of the Cash Flow 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 paragraph 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 and Statement of Profit and Loss & Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet and Statement of Profit and Loss 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 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

(Referred to in paragraph lunderthe heading Report on Legal and Regulatory Requirements of our Report of even date)

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

(b) Fixed Assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) Substantial part of fixed assets have not been disposed off during the year.

2. (a) The inventory of the Company, has been physically verified by the Management during the year. The frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records of inventory and the discrepancies noticed between the physical stocks and the book record were not material.

3. (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) As the company has not given any loan hence the requirement of rate of interest & other terms & conditions of loan given by the company, secured or unsecured are prejudicial to the interest of the company or not is not applicable.

(c) Requirement of regular receipt of the principal amount and interest is not applicable being no loan given by the company.

(d) Company has not given any loan hence there is no overdue amount of more than rupees one lakh.

(e) The company has not taken any loans, secured or unsecured from companies firm or other parties covered in the register maintained under section 301 of the Act.

(f) As the Company has not taken any loan hence the requirement of rate of interest and other terms & conditions of loans taken by the Company, secured or unsecured are prejudicial to the interest of the Company or not is not applicable.

(g) Requirement of regular payment of the principal amount and interest is not applicable being no loan taken by the Company.

4. There are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchases of inventories, fixed assets and for the sale of goods. There is no continuing failure to correct major weaknesses in internal control system.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements that need 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, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits under the provisions of Section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under.

7. In our opinion, the Company''s present internal audit system is commensurate with its size and nature of its business.

8. On the basis of records produced to us, we are of the opinion that, prima facie, the cost records prescribed by the Central Government of India under section 209(l)(d) of the Act have been maintained. However, we are not required to and have not carried out any detailed examination of such accounts and records.

9. (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on Management representations, undisputed statutory dues in respect of Provident Fund, Employee''s State Insurance dues, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and Other Statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India. (b) As at 31st March, 2013, there have been no disputed dues which have not been deposited with the respective authorities in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Tax, Excise Duty and Cess.

10. The Company has neither accumulated losses as at 31st March, 2013, nor it has incurred any cash loss either during the financial year ended on that date or in the immediately preceding financial year.

11. As per the records of the Company, it has not defaulted in repayment of its dues to any financial institution or bank or to debenture holders during the year.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to it.

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year.

15. The Company has not given guarantees for loans taken by others from banks or financial institutions.

16. The Company has not taken any term loan during the year.

17. On the basis of review of utilization of funds which is based on overall examination of the balance sheet of the company, related information as made available to us and as represented to us by the Management, funds raised on short term basis have not been used for long term investment.

18. The Company has not made preferential allotment of shares to parties & companies covered in the register maintained under Section 301 of the Act during the year.

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

20. The Company has not raised any money by public issue during the year.

21. As per the information and explanations given to us and on the basis of examination of records, no fraud on or by the Company was noticed or reported during the year.

For Madhukar Garg & Company

Chartered Accountants FRN 000866C

Place: Jaipur SunilShukla

Date: 30.05.13 Partner

M.NO.-071179