Auditor Report of Simplex Mills Company Ltd.

Mar 31, 2025

We have audited the accompanying Financial
Statements of Simplex Mills Company Limited (“the
Company”), which comprise of the Balance Sheet as at
31st March 2025, the Statement of Profit and Loss
(including other comprehensive loss), the Statement of
Changes in Equity and Statement of Cash Flows for the
year then ended, and notes to the Financial Statements,
including a summary of material accounting policies
and other explanatory information (hereinafter referred
to as “Financial Statements”).

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
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 (“Ind AS”) prescribed
under section 133 of the Act and other 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 31,2025;

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

(c) in the case of the Statement of Changes in Equity,
of the changes in equity for the year ended on that
date; and

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

Basis for Opinion

We conducted our audit of the Financial Statements 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 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 (“the ICAI”) together with the
ethical requirements that are relevant to our audit of the
Financial Statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics.

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

Emphasis of matter

We draw attention to the following matters in the Notes
to the financial statements:

The Company has accumulated losses and its net worth
has been fully eroded. This situation, along with other
matters set forth in Note no. 27, indicate the existence of
an uncertainty that may cast doubt about the
Company’s ability to continue as a going concern.
However as informed by the management, the financial
statements of the Company have been prepared on a
going concern basis for the reason stated in the said
note.

Loans and Advances recoverable from a company
whose net worth is eroded are not impaired. However as
informed by the management and on the basis of
projections submitted to us, the management of the
Company, is of the view that the said advances are
recoverable.

Our conclusion 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.

S.N.	Key Audit Matters	Auditor''s Response
1.	Assessing the recoverability of carrying value of Loans and advances given by the Company.	Principal Audit Procedures: i) We assessed the Company’s valuation methodology and assumptions based on current economic and market conditions in determining the recoverable amount of loans/advances. ii) We assessed the financial condition of entity to whom loans and advances were granted by obtaining the most recent audited financial statements of such entity. iii) We performed inquiries with management on the future business plan of entity to whom loans and advances were granted to evaluate their recoverability

Information Other than the 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 of the information included in the
Management Discussion and Analysis, Draft Board’s
Report including Annexures to the said Board’s Report,
Corporate Governance and Shareholder’s Information,
but does not include the Financial Statements and our
auditor’s report thereon.

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

In connection with our audit of the Financial Statements,
our responsibility is to read the other information and, in
doing so, consider whether the other information is
materially inconsistent with the Financial Statements, or
our knowledge obtained 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.

Responsibilities of Management and Those
Charged with Governance for the 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 Financial statements that
give a true and fair view of the financial position,
financial performance including other comprehensive
loss, changes in equity and cash flows of the Company
in accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the
Act read with the Companies (Indian Accounting
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
implementation and maintenance of 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.

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

Auditor’s Responsibilities for the Audit of the
Financial Statements

Our objectives are to obtain reasonable assurance
about whether the Financial Statements as a whole are
free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit
conducted in accordance with Standards on Auditing
(“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 Financial Statements.

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

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

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

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

Materiality is the magnitude of misstatements in the
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 (i) in 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 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 section 143(11) of
the Act, we give in "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 relating to preparation of the
aforesaid Financial Statements have been
kept so far as it appears from our examination
of those books.

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

d) In our opinion, the aforesaid Financial
Statements comply with the Ind AS specified
under Section 133 of the Act.

e) On the basis of the written representations
received from the directors as on 31st March,
2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on 31st March, 2025 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 B”. Our
report expresses an unmodified opinion on
the adequacy and operating effectiveness of
the Company’s internal financial controls with
reference to Financials Statements.

g) With respect to the other matter to be included
in the Auditors’ Report in accordance with the

requirement of Section 197(16) of the Act, in
our opinion and to the best of our information
and according to the explanations given to us,
the remuneration paid by the Company to its
directors during the year is in accordance with
the provisions of section 197 read with
Schedule V to the Acts.

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

i. The Company has disclosed the impact
of pending litigations on its financial
position in its Financial Statements in
Note 26 of the 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 dues which were required
to be transferred to 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 have been
advanced or loaned or invested
(either from borrowed funds or
share premium or any other
sources or kind of funds) by the
Company to or in any other
person(s) or entity(ies), including
foreign entities (“Intermediaries”),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall directly
or indirectly lend or invest in other
persons or entities identified in any
manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of
the Company or provide any
guarantee, security or the like on
b e h a l f o f th e U l ti m a te
Beneficiaries.

(b) The management has represented
that, to the best of its knowledge
and belief, 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,
that the Company shall directly or
indirectly, lend or invest in other
persons or entities identified in any
manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of
the Funding Party or provide any
guarantee, security or the like on
b e h a l f o f th e U l ti m a te
Beneficiaries.

(c) Based on such audit procedures as
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) , of the
Companies (Audit and Auditors)
Rules, 2014, as provided under
(iv)(a) and (iv)(b) contain any
material mis-statement.

v. The Company has not declared or paid
any dividend during the year and has not
proposed any dividend for the year.

vi. Based on our examination, which
includes test checks, it is observed that
the company has used accounting
software for maintaining its books of
account which has a feature of recording
audit trail (edit log) facility and the same
has been operated throughout the year
for all relevant transactions recorded in
the software. Further, during the course
of our audit we did not come across any
instance of the audit trail feature being
tampered with and the audit trail has
been preserved by the Company as per
the statutory requirements for record
retention.

For Khandelwal & Mehta LLP

Chartered Accountants
Firm Regn. No. W100084

S. L. Khandelwal
(Partner)
M. No.: 101388
Place: Mumbai
Date: 20th May, 2025
UDIN: 25101388BMNVNL9494

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Mar 31, 2024

We have audited the accompanying Financial
Statements of Simplex Mills Company Limited (“the
Company”), which comprise of the Balance Sheet as at
31st March 2024, the Statement of Profit and Loss
(including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of
Cash Flow for the year then ended, and notes to the
Financial Statements, including a summary of material
accounting policies and other explanatory information,
(Hereinafter referred to as “the financial statements”).

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
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,

(a) in the case of the Balance Sheet, of the state of
affairs of the Company as at 31st March, 2024;

(b) in the case of the Statement of Profit and Loss
(Including Other Comprehensive Income), of the
Loss for the year ended on that date;

(c) in the case of the Statement of Changes in Equity,
of the changes in equity for the year ended on that
date; and

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

Basis for Opinion

We conducted our audit of the Financial Statements in
accordance with the Standards on Auditing (SAs)
specified under Section 143(10) of the Companies Act,
2013. Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered
Accountants of India (ICAI) together with the ethical
requirements that are relevant to our audit of the
Financial Statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics.

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

Emphasis of matter

We draw attention to the following matters in the Notes
to the financial statements:

The Company has accumulated losses and its net worth
has been fully eroded. This situation, along with other
matters set forth in Note no. 24, indicate the existence of
an uncertainty that may cast doubt about the
Company’s ability to continue as a going concern.
However, as informed by the management, the financial
statements of the Company have been prepared on a
going concern basis for the reason stated in the said
note.

Loans and Advances recoverable from a company
whose net worth is eroded are not impaired. However,
as informed by the management and on the basis of
projections submitted to us, the management of the
Company, is of the view that the said advances are
recoverable.

Our conclusion 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.

S.N.	Key Audit Matters	Auditor''s Response
1.	Assessing the recoverability of carrying value of loans and advances given by the Company.	Principal Audit Procedures: i) We assessed the Company’s valuation methodology and assumptions based on current economic and market conditions in determining the recoverable amount of loans/advances. ii) We assessed the financial condition of entity to whom loans and advances were granted by obtaining the most recent audited financial statements of such entity. iii) We performed inquiries with management on the future business plan of entity to whom loans and advances were granted to evaluate their recoverability.

Information Other than the 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 of the information included in the
Annual Report, Management Discussion and Analysis,
Board’s Report including Annexures to the said Board’s
Report, Corporate Governance and Shareholder’s
Information, but does not include the financial
statements and our auditor’s report thereon.

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

In connection with our audit of the financial statements,
our responsibility is to read the other information and, in
doing so, consider whether the other information is
materially inconsistent with the financial statements or
our knowledge obtained 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.

Responsibilities of Management and Those
Charged with Governance for the 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 financial statements that give
a true and fair view of the financial position, financial
performance, including other comprehensive income,
changes in equity and cash flows of the Company in
accordance with the Ind AS and other accounting
principles generally accepted in India.

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 implementation and maintenance of
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.

In preparing the 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 Company’s Board of Directors are also responsible
for overseeing the Company’s financial reporting
process.

Auditor’s Responsibilities for the Audit of the
Financial Statements

Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole are
free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit
conducted in accordance with Standards on
Auditing(“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 financial statements.

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

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

• Obtain an understanding of internal financial
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 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 financial statements or, if such
disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report.
However, future events or conditions may cause
the Company to cease to continue as a going
concern.

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

Materiality is the magnitude of misstatements in the
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 (i) in 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 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

As required by the Companies (Auditor’s Report) Order,
2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of Section 143 of the
Act, we give in the “Annexure A" 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 of aforesaid financial
statements.

b) In our opinion, proper books of account as required
by law relating to preparation of the aforesaid
Financial Statements have been kept so far as it
appears from our examination of those books
except for the matters stated in paragraph (i)(vi)
below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

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

d) In our opinion, the aforesaid Financial
Statements comply with the Ind AS specified under
Section 133 of the Act.

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

f) With reference to maintenance of accounts and
other matter therewith, reference is invited to
paragraph (b) above on reporting under Section
143(3)(b) and paragraph (i)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 as amended.

g) 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 B". Our report
expresses an unmodified opinion on the adequacy

and operating effectiveness of the Company’s
internal financial controls with reference to
Financials Statements.

h) With respect to the other matters to be included in
the Auditor’s Report in accordance with the
requirements of Section 197(16) of the Act, as
amended, no remuneration is paid by the
Company to its directors during the year hence
applicability of provisions of Section 197 read with
Schedule V of the Act does not arise.

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

i. The Company has disclosed the impact of
pending litigations on its financial position in
its financial statements. (Refer note no. 23 of
the 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 dues which were required to be
transferred to 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 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),
i n c l u d i n g fo re i g n e n t i t i e s
(“Intermediaries”), with the
understanding, whether recorded in
writing or otherwise, that the
Intermediary shall directly or indirectly
lend or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

(b) The management has represented that,
to the best of its knowledge and belief,
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, that the Company
shall directly or indirectly, lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf
of the Funding Party (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

(c) Based on such audit procedures as
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) or (ii) of Rule 11(e) of the
Companies (Audit and Auditors) Rules,
2014, as provided under (a) and (b)
above, contain any material
misstatement.

v. The Company has not declared or paid any
dividend during the year and has not
proposed any dividend for the year.

vi. Based on our examination, which includes
test checks, it is observed that the Company
has used accounting software for maintaining
its books of account which has a feature of
recording audit trail (edit log) facility and the
same has been operated throughout the year
for all relevant transactions recorded in the
software. Further, during the course of our
audit we did not come across any instance of
the audit trail feature being tampered with.

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

For Khandelwal & Mehta LLP

Chartered Accountants
Firm Regn. No. W100084

Sunil Khandelwal

Partner

Membership No.101388

Place: Mumbai.

Date: 17^th May, 2024.

UDIN: 24101388BKEBCX6922

---

Mar 31, 2015

We have audited the accompanying financial statements of Simplex Mills Company Limited ('the Company'), which comprise the Balance Sheet as at 31st March, 2015, 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

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

Auditor's Responsibility

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

b) in the case of the Statement of Profit and Loss, of the Loss 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.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

1. During the year, the Company has accumulated losses and its net worth has been fully eroded. This situation, along with other matters set forth in Note no. 26, indicate the existence of an uncertainty that may cast doubt about the Company's ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reason stated in the said note.

Our opinion is not modified in respect of the aforesaid matter.

Report on Other Legal and Regulatory Requirements

2. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the Order.

3. 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 are in agreement with the books of account;

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

(e) on the basis of the written representations received from the directors as on 31st March, 2015 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 litigations on its financial position in its financial statements - refer note 24 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;

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

Annexure to the Independent Auditors' Report

The Annexure referred to in our report to the members of the Company on the financial statements for the year ended 31st March, 2015, we report that:

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

b. According to information and explanation given to us, during the year, the management conducted physical verification of certain fixed assets in accordance with its policy of physical verification in a phased manner. In our opinion, such frequency is reasonable having regard to the size of the Company and the nature of its fixed assets. As explained to us, the discrepancies noticed on physical verification as compared to book records maintained, were not material and have been properly dealt with in the books of account.

ii. a. As explained to us,management conducted physical verification of stocks of raw materials, finished goods and stores and spares at reasonable intervals during the year, as also as at the balance sheet date.

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

c. On the basis of our examination of inventory records, we are of the opinion that the Company has maintained proper records of inventory. Discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

iii. The Company has not granted loans to any parties covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act'). Accordingly, paragraph 3(iii)(a&b) of the Order is not applicable to the Company in respect of receipt of the principal amount and interest.

iv. In our opinion and according to information and explanation given to us, during the year under report, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets, and for the sale of goods. Further, on the basis of our examination of books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, to which the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 or the rules framed there under apply.

vi. As per information and explanation given to us, by the management, the provisions for maintenance of the cost records under Section 148(1) of the Act are not applicable to the Company as there is no manufacturing activity during the year under review.

vii. a. According to the information and explanations given to us, the Company was regular during the year in depositing undisputed statutory dues including Provident Fund, Income tax, Sales tax, Customs duty and Excise duty with the appropriate authorities. According to the information and explanation given to us, as at the balance sheet date, the Company has no undisputed statutory dues of a material nature which remained unpaid for a period exceeding six months from the date on which they were payable.

b. According to the information and explanation given to us, as at the balance sheet date, the Company has not deposited dues of excise duty aggregating to Rs. 3,03,04,158/- on account of the following disputes pending before authorities:

Period to which Pending before (Rs. ) dues relate

1984-85 and Assistant Commissioner 49,13,695 1995 to 1996

1981-84,1981-95, CESTAT 1,52,86,878 and 2004

1981 to 1984 High Court 59,53,030

2002-2003 Supreme Court 41,50,555

Total 3,03,04,158

c. According to the information and explanations given to us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

viii. The accumulated losses of the Company have exceeded fifty percent of its net worth as at the end of the year covered by our audit. The Company has incurred cash losses during the year as well as in the immediately preceding year.

ix. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders during the year.

x. According to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions as at the Balance sheet date.

xi. According to the information and the explanations given to us, the Company has not taken any term loan during the year.

xii. To the best of our knowledge and belief and according to the information and explanations given to us, there have been no cases of fraud on or by the Company noticed or reported during the year under report.

For Vijay Rungta & Co. Chartered Accountants (Firm Registration No.111427W)

Ajay J. Rungta Partner Mumbai, 27th May, 2015 Membership No.F- 40333

---

Mar 31, 2014

We have audited the accompanying financial statements of Simplex Mills Company Limited ("the Company"), 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 ("the Act") 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 Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e. On the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

[Referred to in Paragraph 1 of our report of even date to the members of Simplex Mills Company Limited on the financial statements for the year ended 31st March, 2014]

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

(b) According to information and explanation given to us, during the year, the management conducted physical verification of certain fixed assets in accordance with its policy of physical verification in a phased manner. In our opinion, such frequency is reasonable having regard to the size of the Company and the nature of its fixed assets. As explained to us, the discrepancies noticed on physical verification as compared to book records maintained, were not material and have been properly dealt with in the books of account.

(c) In our opinion, a substantial part of fixed assets has not been disposed off by the Company during the year.

(ii) (a) As explained to us, management conducted physical verification of stocks of raw materials, finished goods and stores and spares at reasonable intervals during the year, as also as at the balance sheet date.

(b) In our opinion and according to the information and explanations given to us, the procedures followed by the management for physical verification of inventory during the year, are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of our examination of inventory records, we are of the opinion that the Company has maintained proper records of inventory. Discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

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

(iv) In our opinion and according to information and explanation given to us, during the year under report, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets, and for the sale of goods. Further, on the basis of our examination of books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, transactions (other than those already dealt with in paragraph (iii) above) made pursuant to contracts or arrangements referred to in (v)(a) above and exceeding the value of Rs. five hundred thousand in respect of each party during the year, have been made at prices which are reasonable having regard to the market prices prevailing at that time, where available.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, to which the directives issued by the Reserve Bank of India and the provisions of Sections 58A, 58AA or any other provisions of the Companies Act, 1956 or the rules framed there under apply.

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

(viii) We have broadly reviewed the books of account maintained by the Company relating to the manufacture of cotton textile products, pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate and complete.

(ix) (a) According to the information and explanations given to us, the Company was regular during the year in depositing undisputed statutory dues including Provident Fund, Income tax, Sales tax, Customs duty and Excise duty with the appropriate authorities. According to the information and explanation given to us, as at the balance sheet date, the Company has no undisputed statutory dues of a material nature which remained unpaid for a period exceeding six months from the date on which they were payable.

(b) According to the information and explanation given to us, as at the balance sheet date, the Company has not deposited dues of excise duty aggregating to Rs.3,03,04,158/- on account of the following disputes pending before authorities:

(x) As at the balance sheet date, the Company''s accumulated losses does not exceed fifty percent of its net worth within the meaning of Section 2(29A) of the Companies Act, 1956. The Company has incurred cash losses during the year under report. However, the Company has not incurred cash loss in the immediately preceding year.

(xi) According to the information and explanations given to us, the Company has not committed default in repayment of dues in respect of its bank borrowings. The Company did not have any borrowings from financial institutions.

(xii) In our opinion and according to the information and explanations given to us, during the year under report, the Company has not granted any loans or advances against security by way of pledge of shares and securities; accordingly, the provisions of clause (xii) of paragraph 4 of the said Order are not applicable.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund / society and accordingly, the provisions of clause (xiii) of paragraph 4 of the said Order are not applicable.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities and other investments as its principal business, and accordingly, the provisions of clause (xiv) of paragraph 4 of the said Order are not applicable to the Company.

(xv) According to the information and explanations given to us, as at the balance sheet date, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the Company did not avail any term loans during the year under report. Accordingly, the provisions of clause (xvi) of paragraph 4 of the said Order are not applicable.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, prima facie, funds raised on a short-term basis have not been used for long- term investments.

(xviii) According to the information and explanations given to us, during the year under report, the Company did not make any preferential allotment of shares to parties listed in the register maintained under Section 301 of the Act.

(xix) The Company has not issued any debentures during the year under report.

(xx) During the year under report, the company did not raise any money through a public issue; consequently, the provisions of clause (xx) of paragraph 4 of the Order are not applicable.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, there have been no cases of fraud on or by the Company noticed or reported during the year under report.

For Vijay Rungta & Co.

Chartered Accountants

(Firm Registration No.111427W)

Ajay Rungta

Partner

Mumbai, 15th May, 2014 Membership No.F- 40333

---

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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 31st March, 2013;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e. on the basis of written representations received from the directors as on 31st March, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT

[Referred to in Paragraph 1 of our report of even date to the members of Simplex Mills Company Limited on the financial statements for the year ended 31st March, 2013]

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and

situation of fixed assets.

(b) According to information and explanation given to us, during the year, the management conducted physical verification of certain fixed assets in accordance with its policy of physical verification in a phased manner. In our opinion, such frequency is reasonable having regard to the size of the Company and the nature of its fixed assets. As explained to us, the discrepancies noticed on physical verification as compared to book records maintained, were not material and have been properly dealt with in the books of account.

(c) In our opinion, a substantial part of fixed assets has not been disposed off by the Company during the year.

(ii) (a) As explained to us, management conducted physical verification of stocks of raw materials, finished

goods and stores and spares at reasonable intervals during the year, as also as at the balance sheet date.

(b) In our opinion, and according to the information and explanations given to us, the procedures followed by the management for physical verification of inventory during the year, are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of our examination of inventory records, we are of the opinion that the Company has maintained proper records of inventory. Discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has not granted / taken any loans, secured or unsecured to / from companies, firms or parties

covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to information and explanation given to us, during the year under report, there are

adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets, and for the sale of goods. Further, on the basis of our examination of books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, transactions (other than those already dealt with in paragraph (iii) above) made pursuant to contracts or arrangements referred to in (v)(a) above and exceeding the value of Rs. five hundred thousand in respect of each party during the year, have been made at prices which are reasonable having regard to the market prices prevailing at that time, where available.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, to which the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other provisions of the Companies Act, 1956 or the rules framed there under apply.

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

(viii) We have broadly reviewed the books of account maintained by the Company relating to the manufacture of cotton textile products, pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate and complete.

(ix) (a) According to the information and explanations given to us, the Company was regular during the year in depositing undisputed statutory dues including Provident fund, Income tax, Sales tax, Customs duty and Excise duty with the appropriate authorities. According to the information and explanation given to us, as at the balance sheet date, the Company has no undisputed statutory dues of a material nature which remained unpaid for a period exceeding six months from the date on which they were payable.

(b) According to the information and explanation given to us, as at the balance sheet date, the Company has not deposited dues of Excise duty aggregating to f 5,51,42,947/- on account of the following disputes pending before authorities:

(x) As at the balance sheet date, the Company''s accumulated losses does not exceed fifty percent of its net worth within the meaning of Section 2(29A) of the Companies Act, 1956. The Company has not incurred cash losses during the year under report. However, the Company has incurred cash loss in the immediately preceding year.

(xi) According to the information and explanations given to us, the Company has not committed default in repayment of dues in respect of its bank borrowings. The Company did not have any borrowings from financial institutions.

(xii) In our opinion, and according to the information and explanations given to us, during the year under report, the Company has not granted any loans or advances against security by way of pledge of shares and securities; accordingly, the provisions of clause (xii) of paragraph 4 of the said Order are not applicable.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund / society and accordingly, the provisions of clause (xiii) of paragraph 4 of the said Order are not applicable.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities and other investments as its principal business, and accordingly, the provisions of clause (xiv) of paragraph 4 of the said Order are not applicable to the Company.

(xv) According to the information and explanations given to us, as at the balance sheet date, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the Company did not avail any term loans during the year under report. Accordingly, the provisions of clause (xvi) of paragraph 4 of the said Order are not applicable.

(xvii) In our opinion, and according to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, prima facie, funds raised on a short-term basis have not been used for long- term investments.

(xviii) According to the information and explanations given to us, during the year under report, the Company did not make any preferential allotment of shares to parties listed in the register maintained under section 301 of the Act.

(xix) The Company has not issued any debentures during the year under report.

(xx) During the year under report, the Company did not raise any money through a public issue; consequently, the provisions of clause (xx) of paragraph 4 of the Order are not applicable.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, there have been no cases of fraud on or by the Company noticed or reported during the year under report. For Vijay Rungta & Co.

Chartered Accountants (Firm Registration No.111427W)

Ajay Rungta

Partner

Mumbai, 15th May, 2013 Membership No.F- 40333

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Simplex Mills Company Limited ('the Company') as at 31st March, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto (all together referred to as 'financial statements'). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 ('the Act'), and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to Section 211(3C) of the Act;

e. on the basis of written representations received by the Company from its directors and taken on record by the Board of Directors, we report that none of the directors are disqualified as at 31st March, 2012 from being appointed as directors in terms of clause (g) of subsection (1) of Section 274 of the Act;

f. in our opinion and to the best of our information and according to the explanations given to us, the said financial statements give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

ii. in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 3 of our report of even date to the members of Simplex Mills Company Limited on the financial statements for the year ended 31st March, 2012]

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

(b) According to information and explanation given to us, during the year, the management conducted physical verification of certain fixed assets in accordance with its policy of physical verification in a phased manner. In our opinion, such frequency is reasonable having regard to the size of the Company and the nature of its fixed assets. As explained to us, the discrepancies noticed on physical verification as compared to book records maintained, were not material and have been properly dealt with in the books of account.

(c) In our opinion, a substantial part of fixed assets has not been disposed off by the Company during the year.

(ii) (a) As explained to us, management conducted physical verification of stocks of raw materials, finished goods and stores and spares at reasonable intervals during the year, as also as at the balance sheet date.

(b) In our opinion, and according to the information and explanations given to us, the procedures followed by the management for physical verification of inventory during the year, are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of our examination of inventory records, we are of the opinion that the Company has maintained proper records of inventory. Discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

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

(iv) In our opinion and according to information and explanation given to us, during the year under report, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets, and for the sale of goods. Further, on the basis of our examination of books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that are required to be entered in the register maintained under that section, have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions (other than those already dealt with in paragraph (iii) above) made pursuant to contracts or arrangements referred to in (v) (a) above and exceeding the value of Rupees five hundred thousand in respect of each party during the year, have been made at prices which are reasonable having regard to the market prices prevailing at that time, where available.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, to which the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other provisions of the Companies Act, 1956 or the rules framed there under apply.

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

(viii) We have broadly reviewed the books of account maintained by the Company relating to the manufacture of cotton textile products, pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate and complete.

(ix) (a) According to the information and explanations given to us, the Company was regular during the year in depositing undisputed statutory dues including Provident Fund, Income tax, Sales tax, Customs duty and Excise duty with the appropriate authorities. According to the information and explanation given to us, as at the balance sheet date, the Company has no undisputed statutory dues of a material nature which remained unpaid for a period exceeding six months from the date on which they were payable.

(b) According to the information and explanation given to us, as at the balance sheet date, the Company has not deposited dues of excise duty aggregating to Rs 5,51,42,947/-, on account of the following disputes pending before authorities:

Period to which dues relate Pending before (In Rs)

1984-85 and 1995-96 Assistant Commissioner 49,13,695

1994 to 1996 Commissioner (Appeals) 2,48,38,789

1981-84,1981-95 and 2004 CESTAT 1,59,12,647

1981 to 1984 High Court 53,27,261

2002- 03 Supreme Court 41,50,555

Total 5,51,42,947

(x) As at the balance sheet date, the Company's accumulated losses does not exceed fifty percent of its net worth within the meaning of Section 2(29A) of the Companies Act, 1956. The Company has incurred cash losses during the year under report.

(xi) According to the information and explanations given to us, the Company has not committed default in repayment of dues in respect of its bank borrowings. The Company did not have any borrowings from financial institutions.

(xii) In our opinion, and according to the information and explanations given to us, during the year under report, the Company has not granted any loans or advances against security by way of pledge of shares and securities; accordingly, the provisions of clause (xii) of paragraph 4 of the said Order are not applicable.

(xiii) The Company is not a chit fund / nidhi / mutual benefit fund / society and accordingly, the provisions of clause

(xiii) of paragraph 4 of the said Order are not applicable.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities and other investments as its principal business, and accordingly the provisions of clause (xiv) of paragraph 4 of the said Order are not applicable to the Company.

(xv) According to the information and explanations given to us, as at the balance sheet date, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the Company did not avail any term loans during the year under report. Accordingly, the provisions of clause (xvi) of paragraph 4 of the said Order are not applicable.

(xvii) In our opinion, and according to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, prima facie, funds raised on a short-term basis have not been used for long- term investments.

(xviii) According to the information and explanations given to us, during the year under report, the Company did not make any preferential allotment of shares to parties listed in the register maintained under section 301 of the Act.

(xix) The Company has not issued any debentures during the year under report.

(xx) During the year under report, the company did not raise any money through a public issue; consequently, the provisions of clause (xx) of paragraph 4 of the Order are not applicable.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, there have been no cases of fraud on or by the Company noticed or reported during the year under report.

For Vijay Rungta & Co.

Chartered Accountants

(Firm Registration No. 111427W)

Ajay Rungta

Partner

Mumbai, 14th May, 2012 Membership No: F- 40333

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Simplex Mills Company Limited ('the Company') as at March 31,2011 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto (all together referred to as 'financial statements'). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on ouv audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 ('the Act'), and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

d. in our opinion', the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to Section 211 (3C) of the Act;

e. on the basis of written representations received by the Company from its directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as at March 31, 2011 from being appointed as a director in terms of clause (g) of subsection (1) of Section 274 of the Act;

f. in our opinion and to the best of our information and according to the explanations given to us, the said financial statements give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2011;

ii. in the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date;

and

iii. in the case of the Cash Flow Statement, of the cash flows of- the Company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 3 of our report of even date to the members of Simplex Mills Company Limited on the financial statements for the year ended March 31,2011 ]

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

(b) According to information and explanation given to us, during the year, the management conducted physical verification of certain fixed assets in accordance with its policy of physical verification in a phased manner. In our opinion, such frequency is reasonable having regard to the size of the Company and the nature of its fixed assets. As explained to us, the discrepancies noticed on physical verification as compared to book records maintained, were not material and have been properly dealt with in the books of account.

(c) In our opinion, a substantial part of fixed assets has not been disposed off by the company during the year.

(ii) (a) As explained to us, management conducted physical verification of stocks of raw materials, finished goods and stores and spares at reasonable intervals during the year, as also as at the balance sheet date.

(b) In our opinion, and according to the information and explanations given to us, the procedures followed by the management for physical verification of inventory during the year, are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of our examination of inventory records, we are of the opinion that the Company has maintained proper records of inventory. Discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has granted interest free advance to one company which is covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year amounted to Rs. 0.19 lacs.

(b) In our opinion, other terms and conditions on which the Company has given loans are not, prima facie, prejudicial to the interest of the Company.

(c) The Company is recovering the principal amounts as stipulated and is also regular in recovery of interest, where applicable.

(d) There are no overdue amounts of more than Rupees one lakh in respect of loan given.

(e) The Company has not taken any loan from any Company covered in the Register maintained under section 301 of the Companies Act,1956. Hence Clause (iii) (f) and (iii) (g) of Paragraph 4 of the Order are not applicable to the Company.

(iv) In our opinion and according to information and explanation given to us, during the year under report, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets, and for the sale of goods. Further, on the basis of our examination of books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that are required to be entered in the register maintained under that section, have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions (other than those already dealt with in paragraph (iii) above) made pursuant to contracts or arrangements referred to in (v) (a) above and exceeding the value of Rupees five hundred thousand in respect of each party during the year, have been made at prices which are reasonable having regard to the market prices prevailing at that time, where available.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, to which the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AAor any other provisions of the Companies Act, 1956 or the rules framed there under apply.

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

(viii) We have broadly reviewed the books of account maintained by the Company relating to the manufacture of cotton textile products, pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1 )(d) of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate and complete.

(ix) (a) According to the information and explanations given to us, the Company was regular during the year in depositing undisputed statutory dues including Provident Fund, Income tax, Sales tax, Customs duty and Excise duty with the appropriate authorities. According to the information and explanation given to us, as at the balance sheet date, the Company has no undisputed statutory dues of a material nature which remained unpaid for a period exceeding six months from the date on which they were payable.

(b) According to the information and explanation given to us, as at the balance sheet date, the Company has not deposited dues of excise duty aggregating to Rs. 551.43 lacs, on account of the following disputes pending before authorities:

Period to which dues relate Pending before Rs. In lacs.

1984-85 and 1995-96 Assistant Commissioner 49.13

1994 to 1996 Commissioner (Appeals) 248.39

1981-84,1981-95, and 2004 CESTAT 159.13

1981 to 1984 High Court 53.27

2002-03 Supreme Court 41.51

Total 551.43

(x) As at the balance sheet date, the Company's accumulated losses does not exceed fifty percent of its net worth within the meaning of Section 2(29A) of the Companies Act, 1956. The Company has not incurred any cash losses during the year under report.

(xi) According to the information and explanations given to us, the Company has not committed default in repayment of dues in respect of its bank borrowings. The Company did not have any borrowings from financial institutions.

(xii) In our opinion, and according to the information and explanations given to us, during the year under report, the Company has not granted any loans or advances against security by way of pledge of shares and securities; accordingly, the provisions of clause (xii) of paragraph 4 of the said Order are not applicable.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society and accordingly, the provisions of clause (xiii) of paragraph 4 of the said Order are not applicable.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities and other investments as its principal business, and accordingly the provisions of clause (xiv) of paragraph 4 of the said Order are not applicable to the Company.

(xv) According to the information and explanations given to us, as at the balance sheet date, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvii)ln our opinion and according to the information and explanations given to us, the Company did not avail any term loans during the year under report. Accordingly, the provisions of clause (xvi) of paragraph 4 of the said Order are not applicable.

(xvii) In our opinion, and according to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, prima facie, funds raised on a short-term basis have not been used for long- term investments

(xviii)According to the information and explanations given to us, during the year under report, the Company did not make any preferential allotment of shares to parties listed in the register maintained under section 301 of the Act.

(xix) The Company has not issued any debentures during the year under report.

(xx) During the year under report, the company did not raise any money through a public issue; consequently, the provisions of clause (xx) of paragraph 4 of the Order are not applicable.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, there have been no cases of fraud on or by the Company noticed or reported during the year under report.

For Vijay Rungta & Co.

Chartered Accountants

(Firm Registration No. 111427W)

Ajay Rungta

Partner

Membership No: F- 40333

Mumbai, May 14, 2011

---

Mar 31, 2010

1. We have audited the attached Balance of Simplex Mills Limited (the Company) as at March 31.2010 and also the Profit and Loss Account and the Cash Flow Statement of the company for the year ended on the date, annexed there to (all together referred to as financial statements). These finacial statement are the responsibilit of the Companys management. Our responsibility is to express an opinion on these finacial statements based on our audit.

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

3.As required by the Companies (Auditoss Report) Order, 2003 issued by the central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (the Act), and on the basis of such checks of the books and record we considered necessary and appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

d. in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report compl with the accounting standards referred to Section 211 (3C0 of the Act;

e. on the basis of written representations received by the Company from is directors and taken on record by the Board of Directors, we report none of the directors is disqualified as at March 31,2010 from being appointed as a director in terms of clause (g) of subsection (1) of Section 274 of the Act;

f. in our opinion and to the best of our information and according to the explanations giben to us, the said financial statements give the information required by the Act, in the manner so required and give a true and fair view in conformit with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2010;

ii. in the case of the Profit and Loss Account, of the profit of the Company forthe year ended on that date; and iii. in case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

[Referred to in paragraph 3 of our report of even date to the members of Simplex Mills Company Limited on the financial statements for the year ended March 31,2010]

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

(b) According to information and explanation given to us, during the year, the management conducted physical verification of certain fixed assets in accordance with its policy of physical verification in a phased manner. In our opinion, such frequency is reasonable having regard to the size of the Company and the nature of its fixed assets. As explained to us, the discrepancies noticed on physical verification as compared to book records maintained, were not material and have been properly dealt with in the books of account.

(c) In our opinion, a substantial part of fixed assets has not been disposed off by the company during the year.

(ii) (a) As explained to us, management conducted physical verification of stocks of raw materials, finished goods and stores and spares at reasonable intervals during the year, as also as at the balance sheet date. In respect of stocks with third parties as at the balance sheet date, the management has received written confirmations for a substantial quantity.

(b) In our opinion, and according to the information and explanations given to us, the procedures followed by the management for physical verification of inventory during the year, are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of our examination of inventory records, we are of the opinion that the Company has maintained proper records of inventory. Discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured and unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of sub-clauses (b), (c) and (d) of clause (iii)ofparagraph4oftheOrderarenotapplicable.

(b) In our opinion and according to the information and explanations given to us, the Company has not availed any loans, secured and unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, the provisions of sub-clauses (f) and (g) of the clause (iii) of paragraph 4 of the orderare not applicable.

(iv) In our opinion and according to information and explanation given to us, during the year under report, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets, and for the sale of goods. Further, on the basis of our examination of books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that are required to be entered in the register maintained under that section, have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions (other than those already dealt with in paragraph (iii) above) made pursuant to contracts or arrangements referred to in (v) (a) above and exceeding the value of Rupees five hundred thousand in respect of each party during the year, have been made at prices which are reasonable having regard to the market prices prevailing at that time, where available.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, to which the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AAor any other provisions of the Companies Act, 1956 or the rules framed there under apply.

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

(viii) We have broadly reviewed the books of account maintained by the Company relating to the manufacture of cotton textile products, pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1 )(d) of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate and complete.

(ix) (a) According to the information and explanations given to us, the Company was regular during the year in depositing undisputed statutory dues including Provident Fund, Income tax, Sales tax, Customs duty and Excise duty with the appropriate authorities. According to the information and explanation given to us, as at the balance sheet date, the Company has no undisputed statutory dues of a material nature which remained unpaid for a period exceeding six months from the date on which they were payable.

(b) According to the information and explanation given to us, as at the balance sheet date, the Company has not deposited dues of excise duty and Income tax aggregating to Rs. 551.43 lacs, on account of the following disputes pending before authorities:



Period to which dues relate Pending before Rs. In lacs.

1984-85 and 1995-96 Assistant Commissioner 49.13

1994 to 1996 Commissioner (Appeals) 248.39

1981-84,1981-95, and 2004 CESTAT 159.13

1981 to 1984 High Court 53.27

2002-03 Supreme Court 41.51

Total 551.43



(x) As at the balance sheet date, the Companys accumulated losses does not exceed fifty percent of its net worth within the meaning of Section 2(29A) of the Companies Act, 1956. The Company has not incurred any cash losses during the year under report. It has incurred cash losses in the preceding financial year of Rs. 100.74 lacs.

(xi) According to the information and explanations given to us, the Company has not committed default in repayment of dues in respect of its bank borrowings. The Company did not have any borrowings from financial institutions.

(xii) In our opinion, and according to the information and explanations given to us, during the year under report, the Company has not granted any loans or advances against security by way of pledge of shares and securities; accordingly, the provisions of clause (xii) of paragraph 4 of the said Order are not applicable.

(xiii) The Company is not a chit fund / nidhi / mutual benefit fund / society and accordingly, the provisions of clause (xiii) ofparagraph4ofthesaidOrderarenotapplicable.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities and other investments as its principal business, and accordingly the provisions of clause (xiv) of paragraph 4 of the said Order are not applicable to the Company.

(xv) According to the information and explanations given to us, as at the balance sheet date, the Company has not given any guarantees for loans taken by others from banks orfinancial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the Company did not avail any term loans during the year under report. Accordingly, the provisions of clause (xvi) of paragraph 4 of the said Order are not applicable.

(xvii)ln our opinion, and according to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, prima facie, funds raised on a short-term basis have not been used for long- term investments

(xviii)According to the information and explanations given to us, during the year under report, the Company did not make any preferential allotment of shares to parties listed in the register maintained under section 301 of the Act.

(xix) The Company has not issued any debentures during the year under report.

(xx) During the year under report, the company did not raise any money through a public issue; consequently, the provisions of clause (xx) of paragraph 4 of the Orderare not applicable.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, there have been no cases of fraud on or by the Company noticed or reported during the year under report.



For Vijay Rungta & Co.

Chartered Accountants (Firm Registration N0.111427W)



Ajay Rungta

Partner

Membership No: F-40333

Mumbai,May21,2010