Auditor Report of Padam Cotton Yarns Ltd.

Mar 31, 2024

To the Members of Prime Capital Market Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Prime Capital Market 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, the Statement of Cash Flows and notes to the standalone Ind AS financial statements, for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

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

Basis for opinion

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

Emphasis of Matters

i. The Company is having investments in some of small cap illiquid stocks where either there is very thin trading or is no trading during the entire financial year. Even trading in some of these shares has been suspended by Stock Exchanges. The Company has valued these shares on last traded price on BSE/CSE and has not made any provision for the possible losses.

ii. The audited financial statement, valuation of the unquoted investments are subject to the valuation by independent valuer, as per management explanation they are under process to carrying out fair valuation from registered valuer , these are shown its investment value.

iii. Balances of Balances of Trade Receivables, Loans and Advances, Trade Payable are subject to confirmation from the respective parties and consequential reconciliation/adjustment arising there from, if any.

Our opinion is not modified in respect of this matter.

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. Based on the circumstances and facts of the audit and entity, there aren''t key audit matters to be communicated in our report.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

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

Our opinion on the standalone Ind AS 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 Ind AS standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained during the course of our 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 Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 Ind AS financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 Ind AS financial statements.

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

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

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)0) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on the standalone financial statements.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("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" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report;

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

i. The Company has disclosed the impact of pending litigations, if any, on its financial position in its standalone financial statements - Refer Note 32 to the standalone Ind AS financial statements;

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

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

iv. (a) The Management has represented that, to the best of its 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 or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether

recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not paid or declared any dividend during the year and until the date of report; hence, Compliance in accordance with section 123 of the Act is not applicable.

vi. Based on our examination, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which does not have the feature of recording audit trail (edit log) facility.

For Rajesh Kumar Gokul Chandra & Associates

Chartered Accountants ICAI Registration No. 323891E

Place: Kolkata Date: May 28, 2024

S/d-

Archana Jhunjhunwala

Partner M. No.069098 UDIN: 24069098BKCLKH5686

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Mar 31, 2015

We have audited the accompanying financial statements of Padam Cotton Yarns Limited ("the company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of 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 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 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 true and fair view 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 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.

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, 2015, 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 appears from our examination of those books

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

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

e) On the basis of written representations received from the directors as on 31 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.

f) With respect to the other matters included in the Auditor's Report and to our best of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending litigations on its financial position in is financial statements -Refer Note 2.14 to the financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

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

The Annexure referred to in Paragraph of the Our Report of even date to the members of M/s Padam Cotton Yarns Limited, on the accounts of the company for the year ended 31S March, 2015.

(i) (a) Not Applicable as the company is not having any fixed assets as on 31.03.2015.

(b) Not Applicable.

(ii) (a) The stocks of Finished Goods, spare parts and raw materials have been physically verified during the year by the management at reasonable intervals.

(b) The procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of is business.

(c) The company has maintained proper records of inventory and the discrepancies noticed on verification between the physical stocks and the book records were not material

(iii) (a) The Company has granted loans, secured or unsecured, to companies firm or other parties covered in the register maintained 189 of the Companies Act, 2013. The number of parties is one and amount involved is Rs. 1,76,95,000.00 According to the information and explanations given to us no principal as well as interest was due to the company which was to be paid.

(b) According to the information and explanations given to us there is no overdue amount of more than one lakh owed by the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. According to the information and explanations given to us there is no visible continuing failure to correct major weaknesses in internal control system.

(v) The company has not accepted the deposits and in our opinion and according to the information and explanation given to us, the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under, where applicable, have been complied with.

(vi) According to information and explanations given to us the Central Government has not specified maintenance of cost records under sub-section (1) of section 148 of the Companies Act in case of Company.

(vii) (a) According to the records of the company, the company has generally complied with in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax. duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities during, the year

(b) According to the records of the company there is no dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess etc in disputes.

(c) According to the information's and explanations given to us and records of the company the company is not required to be transfer any funds 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 during the year.

(viii) According to the records of the company, the company has not incurred any cash loss during the current financial year or its proceeding year. Further the company has no accumulated losses.


(x) According to the records of the company and information's and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) The company has applied the term loans taken for the purpose for which the loans were obtained;

(xii) According to the information and explanations given to us, the company has not noticed or reported any fraud on or by the company during the year

FOR VINEY GOEL & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Reg. No. 012188N

Sd-

(VINEYA GOEL)

PLACE : KARNAL PARTNER

DATED : 29.05.2015 M. No. 090739

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Mar 31, 2014

We have audited the accompanying financial statements of M/S Padam Cotton Yarns Limited, Delhi, which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956 read with the General Circular 15/2013 dated 13th. September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 entity''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by managements, 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 as basis four our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanation 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 31st , 2014;

b) In the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the companies Act, 1956;

e) On the basis of written representations received by us from the directors of the Company as at 31st March, 2014 and taken on record by the Board of Directors,. We report that no director is disqualified from being appointed as director of the Company under clause

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

(g) of sub-section (I) of section 274 of the Companies Act, 1956.

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

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

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

Re : PADAM COTTON YARNS LIMITED

The Annexure referred to in Paragraph 1 of the Report of even date to the members of M/S Padam Cotton Yarns Limited, Delhi on the accounts of the company for the year ended 31st March, 2014

1. (a) Not Applicable as the company is not having any fixed assets as on 31.03.2014.

(b) Not Applicable.

(c) According to information and explanations given to us, the Company has been awarded insurance claim by the National Consumer Redressal Commission, the insurance company has preferred an appeal before Hon,ble Supreme Court against the same. Though the company and its management is hopeful to get its claim from Insurance Company in finality and shall commence commercial operations immediately after receipt of final claim amount. The Company is doing wholesale its trading operations on scattered the basic during the year. In our considered view the going concern of the Company shall be affected in view of changed circumstances, after closure of the trading operations also by the company.

2. (a) The stocks of Finished Goods, spare parts and raw materials have been physically verified during the year by the management at reason -able intervals.

(b) The procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

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

3. (a) The Company has granted loans, secured or unsecured to companies, firms or other parties listed in the register maintained U/S 301 of the Companies Act, 1956 and from the companies under the same management. The number of parties is one and amount involved is Rs. 17425000

(b) According to the information and explanations given to us the rate of interest and other terms & conditions of loans taken by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company.

(c) According to the information and explanations given to us no Principal as well as interest was due to the company which was to be paid.

(d) According to the information and explanations given to us there is no overdue amount of more than one Lac owed by the company

(e) The Company has not taken any loans, secured or unsecured, from companies firm or other parties listed in the register maintained U/S 301 of the Companies Act, 1956, and from the companies under the same management .

(f ) According to the information & explanations given to us the rate of interest & terms & conditions of loans taken by the company, are not prejudicial to the interest of the company.

(g) According to the information & explanations the company is regular in repayment of interest & Principal.

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 regard to purchases of inventory and Fixed assets and with For the sale of goods & services. According to the information and explanations given to us there is no visible continuing failure to correct major weaknesses in internal control system.

5. (a) According to the information and explanations given to us, no transaction of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the companies act, 1956.

(b) No such transaction has been made by the company during the year.

6. The Company has not accepted the deposits and in our opinion and according to the information and explanations given to us, the provisions of section 58A & 58AA or Any other relevant provision of Act and the companies (Acceptance of Deposits) Rules 1975 as well as relevant directives of the Reserve Bank of India are not applicable to the company.

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

8. The Company has maintained cost records as required under section 209(1)(d) of the Companies Act 1956 for the product of the company.

9. (a) According to the records of the company, the company has generally complied with in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance Dues, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess & other statutory dues with the appropriate authority during the year.

(b) According to the records of the company, the company has not deposited disputed excise duty of Rs. 3360128. which is pending in appeal before central Excise Service tax appellate tribunal.

10. According to the records of the company, the company has not incurred any cash loss during the current financial year. Further the company has no accumulated losses.

11. According to the records of the company has not defaulted in repayment of dues to any financial situation or bank or debentures holders.

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

13. According to the information and Explanation given to us, the nature of the activities of the company does not attract any special statute Applicable to chit fund and Nidhi/ Mutual benefit fund/Socities

14. According to information and explanations given to us, the company is not dealing in or trading of shares, securities, debentures and other investments. Accordingly, the previous of the clause (xiv) of the company (Auditors report) order 2003 as amended by the companies (Auditors Report) amendment order 2004 are not applicable to the company.

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

16. The company has applied the term loan taken for the purpose for which the loans are obtained.

17. According to the information and explanation given to us, the company has not raised funds on short term basis for long term investments.

18. According to the information and explanation given to us, the company has not issued any preferential allotment during the year to the shares to parties and companies covered in the register maintained U/S 301 of the Act.

19. The company has not issued any debenture neither any security or charge has been created.

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

21. According to the information and explanation given to us, the company has not noticed or reported any fraud on or by the company during the year.

FOR VINEY GOEL & ASSOCIATES CHARTERED ACCOUNTANTS

Sd/- PLACE : KARNAL (VINEYAGOEL) DATE : 11.07.2014 PARTNER

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Mar 31, 2013

We have audited the attached Balance Sheet of M/S PADAM COTTON YARNS LIMITED as at 31st March, 2013, the Profit & Loss A/c and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s Management.

Our responsibility is to express an opinion on these financial statements based on our audit. We conduct our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor''s Report) Order 2004 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said order,

2. Further to our comments in the annexure referred to above we report that:

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

ii) 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 those books.

iii) The Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of account,

iv) In our opinion, the Balance Sheet, Profit & Loss A/c and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v) On the basis of the written representations received from the Directors, as on 31st March, 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31st, 2013 from being appointed as a director in terms of clause (g) of sub section

(1) of section 274 of the Companies Act, 1956. vi) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company. vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act,1956, in the manner so . required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31.3.2013 and

iil In the case of the Profit & Loss Account, of the profit for the year ended on that date.

Re : PADAM COTTON YARNS LIMITED

Annexure ''A* to Auditor''s Report dated 30.05.2013 on the accounts for the year ended 31.03.2013

1(a) Not Applicable as the company is not having any fixed assets as on 31.03,2013.

(b) Not Applicable.

(c) According to information and explanations given to us, the Company has been awarded insurance claim by the National Consumer Redressal Commission, the insurance company has preferred an appeal before Hon.ble Supreme Court against the same. Though the company and its management is hopeful to get its claim from Insurance Company in finality and shall commence commercial operations immediately after receipt of final claim amount. The Company has also discontinued its trading operations during the year. In our considered view the going concern of the Company shall be affected in view of changed circumstances, after closure of the trading operations also by the company.

2, (a) The stocks of Finished Goods, spare parts and raw materials have been physically verified during the year by the management at reasonable intervals.

(b) The procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

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

3. (a) The Company has granted loans, secured or unsecured to companies, firms or other parlies covered in the register maintained U/S 301 of the Companies Act, 1956. The number of parties is one and the maximum outstanding amount was Rs. 870000.

(b) According to the information and explanations given to us the rate of interest and other terms & conditions of loans taken by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company.

(c)Nol Applicable.

(d)Not Applicable.

(e)The Company has not taken loans, secured or unsecured, from companies firm or other parties listed in the register maintained U/S 301 of the Company Act, 1956. and from the companies under the same management during the year.

(OAccording to the information and explanations given to us the rate of interest and other terms & conditions of loans taken by die company, secured or unsecured, are not prima facie prejudicial to the interest of the company.

(g)According to the information and explanations given to us no principal as well as interest was due against the company which was to be paid.

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 regard to purchases of stores and other assets and with regard to the sale of goods & services. According to the information and explanations given to us there is no visible continuing failure to correct major weaknesses in internal control system.

5.(a) According to the information and explanations given to us, no transaction of purchase of goods and''materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the companies act. 1956. (b) No such transaction has been made by the company during the year.

6. The Company has not accepted the deposits and in our opinion ''and according to the information and explanations given to us. the provisions of section 58A & 58AA of the Companies Act 1956 and the companies (Acceptance of Deposits) Rules 1975 as well as relevant directives of the Reserve Bank of India are not applicable to the company.

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

8. The Company has maintained cost records as required under section 209(1 )(d) of the Companies Act 1956.for the product of the company.

9.(a) According to the records of the company, the company has generally complied with in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s Stale Insurance Dues. Income Tax, Sales Tax, Wealth Tax. Custom Duty, Excise Duty. Service Tax, Cess & other statutory dues with the appropriate authority during the year.

10. According to the records of the company, the company has not incurred any cash loss during the current financial year.

11. Aceording.lo the records of the company, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

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

13. Not Applicable.

14. Not Applicable.

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

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

17. According to the information and explanation given to us, the company has not raised funds on short term basis for long term investments.

18. According to the information and explanation given to us. the company has nol made any preferential allotment of shares to parties and companies covered in the register maintained U/S 301 of the Act.

19. The company has not issued any debenture neither any security or charge have been created.

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

21. According to the information and explanation given to us, the company has not noticed or reported any fraud on or by the company during the year.

PLACE : KARNAL FOR VINEY GOEL & ASSOCIATES

DATE : 30.05.2013 CHARTERED ACCOUNTANTS

Sd/-

(VINEYAGOEL) PARTNER

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/S PADAM COTTON YARNS LIMITED as at 31st. March, 2010. the Profit & Loss A/c and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditors Report) Order 2004 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

2. Further to our comments in the annexure referred to above we report that:

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

ii) 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 those books.

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

iv) In our opinion, the Balance Sheet, Profit & Loss A/c and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the CompaniesAct, 1956.

v) On the basis of the 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 March 31st, 2010 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956

vi) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company, vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31.3.2010 and

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

Annexure A to Auditors Report dated 28.07.2010 on the accounts for the year ended 31.03.2010

1. (a) Not Applicable as the company is not having any fixed assets as on 31.03.2010..

(b) Not Applicable.

(c) According to information and explanations given to us, the Company has been awarded insurance claim by the National Consumer Redressal Commission, the insurance company has preferred an appeal before Hon,ble Supreme Court against the same. Though the company and its management is hopeful to get its claim from Insurance Company in finality and shall commence commercial operations immediately after receipt of claim amount. Hence, the going concern of the Company shall not be affected in view of changed circumstances.

2. (a) There being no stock during the year.

(b) Not Applicable.

(c) Not Applicable.

3. (a) The Company has granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained U/S 301 of the Companies Act, 1956. The number of parties is one and amount is Rs. 19850000.00

(b) According to the information and explanations given to us the rate of interest and other terms & conditions of loans taken by the company, secured or unsecured, are not primafacie prejudicial to the interest of the company.

(c) Not Applicable.

(d) Not Applicable.

(e) The Company has not taken loans, secured or unsecured, from companies firm or other parties listed in the register maintained U/S 301 of the Company Act, 1956, and from the companies under the same management.

(f) According to the information and explanations given to us the rate of interest and other terms & conditions of loans taken by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company.

(g) According to the information and explanations given to us no principal as well as interest was due against the company which was to be paid.

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 regard to purchases of stores and other assets and with regard to the sale of goods & services. According to the information and explanations given to us there is no visible continuing failure to correct major weaknesses in internal control system.

5. (a) According to the information and explanations given to us, no transaction of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of .the companies act, 1956.

(b) No such transaction has been made by the company during the year.

6. The Company has accepted the deposits and In our opinion and according to the information and explanations given to us, the company has generally complied with the provisions of section 58A & 58AA of the Companies Act 1956 and the companies (Acceptance of Deposits) Rules 1975 as well as relevant directives of the Reserve Bank of India

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

8. The Company has not maintained any cost records required under section 209(1 )(d) of the Companies Act 1956for the product of the company.

9. (a) According to the records of the company, the company has generally complied with in depositing undisputed statutory dues including Provident Fund Investor Education and Protection Fund, Employees State Insurance Dues Income Tax, Sales Tax, Wealth Tax, Custom Duty Excise Duty, Service Tax, Cess & other statutory dues with the appropriate authority during the Year.

(b) According to the records of the company, the company has not deposited disputed Excise Duty of Rs. 33,60,128.00 which is pending in appeal before Central Excise Service Tax Appellate Tribunal.

10. According to the records of the company, the company has not incurred any cash loss during the current financial year. Further the company has no accumulated losses

11. According to the records of the company, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

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

13. Not Applicable.

14. No tApplicable.

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

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

17. According to the information and explanation given to us, the company has not raised funds on short term basis for long term investments.

18. According to the information and explanation given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/S301 of the Act.

19. The Company has not issued any debenture neither any security or charge have been created.

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

21. According to the information and explanation given to us, the Company has not noticed or reported any fraud on or by the company during the year.

PLACE: KARNAL FORVINEYGOEL& ASSOCIATES

DATE: 28th. July, 2010 CHARTERED ACCOUNTANTS

Sd/-

(VINEYAGOEL)

PARTNER