Auditor Report of Uniworth Ltd.

Mar 31, 2024

We have audited the standalone financial statements of UNIWORTH LIMITED (“the
Company”), which comprise the balance sheet as at 31^st March, 2024, and the statement of
Profit and Loss, (statement of changes in equity) and the statement of cash flows for the year
then ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information (hereinafter referred to as “the
Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to
us, except for the effects of the matter described in the Basis for Qualified Opinion section of
our report, the aforesaid financial statements give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at
31^st March, 2024 and loss, (changes in equity) and its cash flow for the year ended on that
date.

Basis for Qualified Opinion

1. In view of the circumstances stated in Note No 46 the original books of accounts of the
Company were not available and we have conducted our audit on the basis of available
books of accounts prepared by the Company.

2. Note No-34, regarding submission of details of secured loan for registration of charges
with register of company (ROC).Which is not agreement with the available books of
accounts prepared by the company, stated in Note No-46 and in respect of which we are
unable to form any opinion as to the non agreement with the books of account and
reasons for dissatisfaction on of charges stated therein.

3. In view of the matters specified in Note No 46 and Note 9(4)(v) of the Financial
Statements, we are unable to express our opinion regarding the reported amounts
accompanying disclosure and recoverability of Trade Receivable.

4. Footnote No.1 and 4 (i), (ii), (iii) and (iv) of Note No. 9 regarding overdue Export Bills
amounting to Rs 56445.64 lacs outstanding for long which, in our opinion, are doubtful
of recovery against which adequate provision has not been made in the financial
statements.

5. Footnote 1 of Note No. 12 regarding Claims Receivable amounting to Rs. 689.36 lacs due

from various banks outstanding for long which in our opinion are doubtful of recovery

against which adequate provision has not been made in the financial statements.

6. Footnote 2 and 3 of Note No.13 regarding Advance to suppliers and Miscellaneous
Advance of Rs. 7.90 lacs and Rs. 3494.75 lacs due from certain parties and Footnote 1 of
Note No13 regarding Advance relating to Companies of Rs. 1744.93 lacs respectively
which, in our opinion, are considered doubtful of recovery against which, adequate
provision has not been made.

7. Footnote of Note No. 7 regarding Miscellaneous Advance under Other Non Current

Assets off Rs. 4.94 lacs due from certain parties which, in our opinion, are considered
doubtful of recovery against which, adequate provision has not been made.

8. Footnote 2 of Note No. 10 relating to non-accounting in an earlier year of withdrawals

/ other transactions from certain Bank accounts due to reasons stated on the said Note
10 (2).

9. In absence of any workings for impairment of assets as per Indian Accounting Standard
(Ind AS) 36 Impairment of Assets, the impact of such impairment is not ascertainable.

10. Non-provision / non-compliance of items indicated in (3) to (7) above constitute a
departure from the Accounting Standards referred to in Section 133 of the Act. Without
considering item Nos (1),(2),(6) and (7), ) above, whose impact on the Company’s
Statement of Profit and Loss is presently non-ascertainable, had the provisions indicated
in item Nos. (2) to (3) been made,

(i) Loss for the year would have increased by Rs. 62387.51 lacs

(ii) Trade Receivables would have been decreased by Rs.56445.64 lacs

(iii) Other Financial Assets would have been decreased by Rs. 689.36 lacs

(iv) Other Current and Non Current Assets would have been decreased by
Rs.5252.51lacs

(v) The Retaining Earnings/(-)Loss would have been higher by(-)Rs. 62387.51 lacs

We conducted our audit in accordance with 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 together with the ethical
requirements that are relevant to our audit of the financial statements under the provisions of
the Companies Act, 2013 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 qualified
opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion there on, in addition to the matter described in the Basis for Qualified Opinion
section; we have determined the matters described below to be the key audit matters to be
communicated in our report.

1. Following Notes to the Financial Statements describe the uncertainty related to the
outcome of the lawsuits /other legal matters indicated therein:

(a) Footnote (2) of Note No. 9 regarding pending adjustments of Sundry Debtors
against supplies and other liabilities etc. due to the buyers. In absence of final
settlement with the parties and non-receipt of necessary approval from concerned
regulatory authority, extent of the amount of adjustments so required could not be
ascertained.

(b) Footnote to Note No.18 regarding estimated amount of Rs. 8722.28 lacs provided
during the year 2002-03 as sales claims and commissions relating to earlier years
from overseas customers of the Company which is pending for final settlement.
Necessary adjustments for such claims and commissions will be made after final
settlement and obtaining necessary approval from the concerned regulatory
authority.

(c) Note No. 39 regarding legal recourse taken by certain banks and financial
institutions for recovery of their dues and the matter is sub-judice as stated in the
said Note.

(d) Note No. 40 regarding applications made by the Company with the Reserve Bank
of India from time to time for extension / setting off of certain overdue bills.

(e) Matters disclosed in Note No. 31 relating to Entry Tax, Central/Commercial Sales
Tax Demands, Customs Demands, Professional Tax/Labour Cases/Water Cess,
Electricity Duty, etc., disclosed under Contingent Liabilities, which are contested
by the Company and pending before various forums / authorities for final
decisions.

(f) Note No. 20(1) regarding application filed against the company before Debt
Recovery Tribunal for recovery of the dues by certain banks.

(g) Note No. 8 (2) regarding Inventory lying with a third party, realisability and
future usage of which is not presently ascertainable.

(h) Note No.13 (5) regarding Transfer of Fixed Assets awaiting necessary adjustment.

2. Note No.16 (Footnote 3), Note No. 20 (Footnote 2) and Note No. 10 (Footnote 1 and
3) and Note No-11 (Foot Note-1) to the financial statements regarding non-receipt of
confirmations in respect of borrowings from banks/Financial Institutions and also
debit balances in certain current accounts with banks due to restructuring being in
progress, book balances thereof have been relied upon.

3. Note No 35 regarding balance with a related party under reconciliation

4. In absence of any relevant documents and adequate information relating to matter
specified in Note No - 41 & 42. We are unable to form to any opinion in these
respects.

5. Footnote 2(a) of Note No.16 regarding payments made to ARCIL by certain parties on
behalf of the Company, confirmations of which from the respective parties are
awaited.

6. Non provision of interest for secured lenders in view of facts stated in Note No 47.

7. Note No 10 (3) regarding debit balance of certain current accounts with banks which
are inoperative.

8. Note No.42 to the financial statements regarding preparation of these financial
statements on Going Concern basis for the reasons stated therein as also the fact that
the Company has accumulated losses and its net worth has been fully eroded Further
the Company has incurred net loss during the current and previous years, and the
Company’s current liabilities exceeded its current assets as at the Balance Sheet date.
These conditions, along with other matters set forth in Notes to Financial Statements,
indicate the existence of a material uncertainty that may cast significant doubt about
the Company’s ability to continue as a going concern.

Our opinion is modified in respect of these matters.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Management and Board of Directors is responsible for the preparation of the
other information. The other information comprises the information included in the
Management Discussion and Analysis, Board’s Report including Annexures to Board’s
Report, Corporate Governance and Shareholder’s Information, but does not include the
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.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of
the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone
financial statements that give a true and fair view of the financial position, financial
performance, (changes in equity) and cash flows of the Company in accordance with6 the
accounting principles generally accepted in India, including the accounting Standards
specified under section 133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding of
the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the
financial statement 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 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 obtained reasonable assurance about whether the Financial Statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue
and auditor’s report that includes our opinion. Reasonable assurance is a high label of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatement can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these Standalone Financial
Statements.

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

? Identify and assess the risks of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal 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 standalone financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s 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 standalone financial
statements, including the disclosures, and whether the standalone financial statements represent
the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

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

Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by
the Central Government in terms of Sub-section (11) of Section 143 of the Act, we

enclose in the Annexure - A a statement on the matters specified in the said Order, to

the extent applicable to the Company.

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

a) We have sought and, except for the matters described in the Basis for Qualified
Opinion paragraph, obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our audit;

b) Except for the possible effects of the matters described in the Basis for Qualified
Opinion paragraph above, in our opinion proper books of account as required by
law have been kept by the Company so far as appears from our examination of
those books.

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

d) Except for the possible effects of the matters described in the Basis for Qualified
Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and
Loss and Cash Flow Statement comply with the Accounting Standards specified
under Section 133 of the Act,

e) The matters described in the Basis for Qualified Opinion paragraph above, in our
opinion, may have an adverse effect on the functioning of the Company;

f) The matters described in sub-paragraph (1) under the Key Audit Matters
paragraph above, in our opinion, may have an adverse effect on the functioning of
the Company;

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

h) With respect to the adequacy of the Internal Financial Controls over Financial
Reporting of the Company and the operating effectiveness of such controls, refer
to our separate Report in Annexure - B.

i) 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:

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 of the Act.

j) 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, wherever ascertainable. Refer Note No -31.

ii. The Company did not have any long-term contracts including derivative

contracts for which there were any material foreseeable loss

iii. The Company has not transferred any amount to Investor Education and

Protection Fund (Refer to Footnote No. 1 to Note No. 16)

iv. (a) The Management has represented that, to the best of its knowledge and

belief, no funds (which are material either individually or in the aggregate)
have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the Company to or in
any other person or entity (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

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

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

(d) The company has neither declared nor paid any dividend during the year.

v. As stated in Note No.49 of the accompanying standalone financial statements
are based on our examination, which included test checks, the Company have used
accounting software, Enterprise Resource Planning (ERP) for maintaining its
books of account for the financial year ended 31^st March, 2024 which has not a
feature of recording audit trail (edit log) facility and the same has not been
operated throughout the year for all relevant transactions recorded in the software,
then Rule 3(1) of the Companies (Accounts) Rules, 2014 is not complied with.
However, we are unable to comments on the audit trail feature being tampered
with or not.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable
from 1^st April, 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 or the financial year ended 31 ^st
March, 2024.

For KHANDELWAL RAY& CO.

Chartered Accountants
FR No. 302035E

(CA Anirban Roy)

Place: Kolkata Partner

Date: 30^st May, 2024. (Membership No. 066427)

UDIN NO:

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Mar 31, 2015

We have audited the accompanying Financial Statements of UNIWORTH LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the Significant Accounting Policies and other explanatory information for the year then ended.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act, 2013 ("the Act") with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements 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 judgement, including 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 control 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 qualified audit opinion on the Financial Statements.

Basis for Qualified Opinion

1. Footnote (i) to Note No. 23 regarding interest provision on borrowings from some of the institutions and banks which has been made in the financial statements under simple interest method at the prevailing / estimated rates applicable on such loans in absence of relevant documents/confirmations, as a result of which impact of compound interest/penal charges, wherever applicable, having not been ascertained, as well as the note therein regarding the matter of dispute between the Company and the Bankers/Creditors in connection with charging of interest payment and payment of principal.

2. Footnote No (ii) to Note No. 23 regarding non-provision of Interest on certain loans and the impact of the non- provision is not presently ascertainable.

3. Footnote No. 4 (i) (ii) and (iii) of Note No. 15 regarding overdue Export Bills amounting to Rs. 31787.31 lacs outstanding for long which, in our opinion, are doubtful of recovery against which adequate provision has not been made in the financial statements.

4. Footnote 1 of 17 regarding Claims Receivable amounting to Rs. 689.36 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements.

5. Footnote 3 of Note No. 17 regarding advance of Rs. 3144.73 lacs due from certain parties which, in our opinion, are considered doubtful of recovery against which adequate provision has not been made.

6. Footnote 3 of Note No. 16 relating to non-accounting of withdrawals / other transactions from certain Bank accounts during the year due to reasons stated on the said Note 16 (3).

7. Note No. 30 regarding non-compliance of Accounting Standard (AS) 6 : Depreciation Accounting due to non- adoption of Schedule - II of the Companies Act, 2013 and also non-compliance of mandatory Accounting Policy for Depreciation required to be followed by the Company, due to reasons stated in the said Note.

8. In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets, the impact of such impairment is not ascertainable.

9. Non-provision / non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act. Without considering Item Nos. (1), (2), (6), (7) and (8) above, whose impact on the Company's Statement of Profit and Loss is presently non-ascertainable, had the provisions indicated in Item Nos. (3) to (5) been made,

(i) the Loss for the year would have increased by Rs. 35621.40 lacs

(ii) Trade Receivables would have decreased by Rs. 31787.31 lacs

(iii) Short Term Loans and Advances would decreased by Rs. 3834.09 lacs

(iv) The Shareholders' Fund would have been lower by Rs. 35621.40 lacs

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above, the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015 and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw your attention to the following matters in the Notes to the Financial Statements:

1. Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits / other legal matters and matters under settlements indicated therein:

(a) Footnote (2) to Note No. 4 regarding legal issues following securitization of Secured Loans as stated in the said Note.

(b) Footnote (2) of Note No. 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc. due to the buyers. In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority, extent of the amount of adjustments so required could not be ascertained.

(c) Footnote to Note No. 6 regarding estimated amount of ' 8722.28 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement. Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority.

(d) Footnote 1 of Note No 15 and Footnote 2 of Note No. 17 regarding Debtors and Advances amounting to Rs. 1453.62 lacs and Rs. 1387.19 lacs respectively relating to Companies, which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act, 1985. As the rehabilitation scheme of these companies are pending finalisation, the amount of provision, if any, which may be required remain unascertainable.

(e) Note No. 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note.

(f) Note No. 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made.

(g) Note No. 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension / setting off of certain overdue bills.

(h) Note No. 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets, not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note.

(i) Note No. 38 regarding claims filed by a body corporate for Rs. 21,625 lacs for non-fulfilment of clauses of the agreement relating to transfer of Nagpur Unit to them, outcome of which would eventually arise on finalisation of suit.

(j) Matters disclosed in Note No. 19 relating to Entry Tax, Central/Commercial Sales Tax Demands, Customs Demands, Professional Tax/Labour Cases/Water Cess, Electricity Duty, etc., disclosed under Contingent Liabilities, which are contested by the Company and pending before various forums / authorities for final decisions.

2. Note No. 4 (Footnote 4), Note No. 7 (Footnote) and Note No. 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banks/Financial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress, book balances thereof have been relied upon.

3. Note No 27 (d) regarding balance with a related party under reconciliation

4. Footnote 2 & 3 of Note No. 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years, and the Company's current liabilities exceeded its current assets as at the Balance Sheet date. These conditions, along with other matters set forth in Notes to Financial Statements, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act, we enclose in the Annexure a statement on the matters specified in the said Order, to the extent applicable to the Company.

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

a) We have sought and, except for the matters described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above, 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) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014;

e) The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

f) The matters described in sub-paragraph (1) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

g) On the basis of written representations received from the Directors as on 31st March, 2015 taken on record by the Board of Directors, none of the Director is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

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, 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, wherever ascertainable.

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

iii. The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No. 1 to Note No.4)

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in our report to the members of UNIWORTH LIMITED the year ended 31ST March, 2015.

(i) (a) Whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However, the updation of such records particularly with reference to estimated useful life of each asset is in process.

(b) Whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

The physical verification of fixed assets, as stated by the management has been conducted by the Management during the year, wherever practicable and the reconciliation of the quantities with the book records in progress. The discrepancies, if any, would be adjusted on completion of reconciliation / updation of records as stated above.

(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management;

Inventories of Raw Materials, Finished Goods, Work in Progress and Stores & Spares have been physically verified at reasonable intervals by the Company, except Finished Goods of Rs. 18.40 Lacs lying with third parties and Rs. 115.51 Lacs under seizure of the Excise Department

(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not, the inadequacies in such procedures should be reported;

The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account.

On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on verification between physical stocks and the book records, which were not material, have been properly dealt with in the books of account.

(iii) Whether the company has granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. If so,

(a) Whether receipt of the principal amount and interest are also regular; and

(b) If overdue amount is more than rupees one lakh, whether reasonable steps have been taken by the company for recovery of the principal and interest;

The Company has not granted any loan, secured or unsecured, during the year to any company, firm or other party covered in the register maintained under section 189 of the Companies Act, 2013.

In this regard, we have relied upon the entries recorded in the register maintained under section 189 of the Act.

(iv) Is there an adequate internal control system 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 and services. Whether there is a continuing failure to correct major weaknesses in internal control system.

In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system, nor have there been any continuing failure on the part of the Company to correct any major weakness.

(v) In case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where applicable, have been complied with? If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?

The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.

(vi) Where maintenance of cost records has been specified by the Central Government under sub- section (1) of section 148 of the Companies Act, whether such accounts and records have been made and maintained.

We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub- section (1) of section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.

According to the records of the Company, the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, value added tax, cess and any other statutory dues, where applicable, except in the following cases which are outstanding for a period of more than six months from the date they became payable:

VAT Rs. 6.80 lacs

Central Sales Tax Rs. 36.54 lacs

Service tax Rs. 42.81 lacs

Entry Tax Rs. 0.80 lacs

(b) In case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).

According to the records of the Company, following statutory dues have not been deposited by the Company on account of disputes :

Nature of Amount Period since Forum dues (Rs. in when Lacs)

Entry Tax 57.11 1997-98 Appeal with Commissioner of Commercial Tax.

Excise Duty 8.64 Prior to 2000 Under Appeal with CESTAT, New Delhi

Electricity 18.57 2005 Wit Petition Duty & before Bilaspur Cess High Court.

(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

The Company has not transferred any amount to Investor Education and Protection Fund. [Refer to Footnote (1) to Note No. 4 (a) ]

(viii) Whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year;

The accumulated losses of the Company at the end of the financial year have exceeded its net worth and also the Company has incurred cash losses in the current financial year and in the immediately preceding financial year.

(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported;

The Company has defaulted in repayment of dues to financial institutions, banks and debenture holders as under:

(a) As per Original Agreement, all the following Term Loans have become due for repayments. However, the Company's negotiations with the term lenders for rescheduling / restructuring is in process:

Nature of Financial Amount Period of Assistance (Rs. in lacs) Default

a) Term Loan

i) Financial Institution Not Ascertainable

Principal 21172.09

Interest 10686.97

ii) Bank Not Ascertainable

Principal 37585.42

Interest 55087.41

b) Debenture

Nov-convertible Part C

Redeemable Debenture

Principal 1900.62

Interest 196.95

Also refer to Note No. 4

(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company;

The Company has given guarantee for loans taken by Other Company others from bank or financial institution and the related terms and conditions are not prejudicial to the interest of the Company.

(xi) Whether term loans were applied for the purpose for which the loans were obtained;

Based on the information and explanations given to us by the Management, no Term Loan was obtained by the Company during the year.

(xii) Whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

Based upon the audit procedures performed during the course of our audit and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S. S. KOTHARI & CO. Chartered Accountants Firm Registration. No. 302034E

A. DATTA Place : Kolkata Partner Date : 29th May, 2015. Membership No. 005634

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Mar 31, 2014

We have audited the accompanying Financial Statements of Uniworth Limited, which comprise the Balance Sheet as at 31st March, 2014 and the Statement of Profit & Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. 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 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 misstatements, whether due to fraud or error.

3. 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 misstatements.

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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

4. Attention is invited to the following:

a) Footnote 3 of Note No. 4 regarding preparation of these Accounts on Going concern basis.

b) Footnote (i) to Note No. 23 regarding Interest provision on borrowings from some of the institutions and banks which has been made in the accounts under simple interest method at the prevailing/ estimated rates applicable on such loans in absence of relevant documents/ confirmations, as a result of which impact of compound interest/penal charges wherever applicable having not been ascertained, as well as the note therein regarding the matter of dispute between the Company and the Bankers/Creditors in connection with charging of interest payment and payment of principal.

c) Footnote (ii) to Note No. 23 regarding non provision of Interest provisions on certain loans borrowings and the impact of the non provision is not presently ascertainable.

d) Note no. 4 (Footnote 4), Note No. 7 (Footnote) and Note No. 16 (Footnote 1) regarding non receipt of confirmations in respect of borrowings from Banks/Financial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress, book balances thereof have been relied upon.

e) Footnote (2) of Note No. 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers. In absence of final settlement with the parties and non receipt of necessary approval from concerned regulatory authority, we are unable to express our opinion on any such adjustments.

f) Footnote to Note No. 6 regarding estimated amount of Rs. 8722.28 lacs being provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement. The necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authorities, in absence of which we are unable to express our opinion on such adjustments.

g) Footnote 1 of Note No. 15 and Footnote 2 of Note No. 17 regarding Debtors/Advances amounting to Rs.2840.81 lacs relating to Companies, which have become Sick and referred to BIFR Under the Sick Industrial Companies (Special Provisions) Act, 1985. As the rehabilitation scheme of this company is pending finalisation, we are unable to comment on the amount of provision, if any, which may be required

h) In absence of relevant documents/confirmations from banks we are unable to comment on the current status of Margin deposit with banks amounting to Rs. 44.99 lacs per Note No.16.

i) Footnote 1 of Note No. 17(b) regarding Claim receivable amounting to Rs. 689.36 lacs due from various banks outstanding for long which in our opinion are Doubtful of recovery against which no adequate provision has been made in the Books of Accounts.

j) Footnote 3 of Note No. 17(b) regarding advance of Rs. 2827.47 lacs due from a party in respect of which we are unable to form any opinion as to the nature and purpose of making such advance as also recoverability of the same.

k) Footnote 2 of Note No. 15 regarding recoverability and adjustment of Debtor balances as mentioned in the note for which we have relied on the Management representation.

l) Footnote 4(ii) & Footnote 4(iii) of Note No.15 regarding Overdue Export Bills amounting to Rs28089.42 lacs outstanding for long which in our opinion are Doubtful of recovery against which no adequate provision has been made in the Books of Accounts.

m) Footnote 1 of Note No. 4 regarding non payment and transfer of matured debenture and interest thereof to the account of Investor Education & Protection Fund due to the reasons mentioned in the note for which we are unable to express any opinion.

n) In absence of any workings for impairment of assets as per Accounting Standard- A28 "Impairment of assets", the impact of such is not ascertainable.

Resultant impacts of the matters contained in Para nos. (a) to (n) above are not ascertainable at this stage.

5. Opinion

Subject to our remarks in paragraph 4 above, in our opinion and to the best of our information and according to the explanations given to us, the Financial Statements read with other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and also 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 Statement of Profit & Loss, of its Loss for the year ended on that date; and

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

6. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor''s Report) Order 2003 ("the Order") as amended, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable to the company.

ii) 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 as far as appears from our examination of those books.

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

d) In our opinion, the Balance Sheet, Statement of Profit & 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, except Accounting Standard-28 "Impairment of Assets" and in the case of Leave Encashment, which is provided on accrual basis instead of actuarial valuation as prescribed by Companies (Accounting Standard) Rules, 2006.

e) As the Company has defaulted in redemption of its debentures, the directors of the company have become disqualified as on 31st March 2014 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act 1956.

Annexure referred to in the Auditors'' Report to the members of UNIWORTH LIMITED on the accounts 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. However, the updation of such records is in process.

b) The physical verification of the Fixed Assets, as stated by the Management, has been conducted by the Management whenever practicable and the reconciliation of the quantities with the book records is in progress/has been done on a continuous basis as confirmed by the Management. The differences, if any, arsing out of such reconciliation to the extent such reconciliation has been done so far have been adjusted and no serious discrepancies between book records and physical inventory have been revealed.

c) Substantial part of the Fixed Assets has not been disposed of during the year as to affect the going concern status.

II) a) The inventory has been physically verified during the year by the Management, except those lying with third parties / under seizure. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the records of inventory, we are of opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records, wherever ascertained were not significant and have been properly dealt with in the books of account.

III) The Company has neither taken nor granted any loan, secured or unsecured during the year from/ to companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. However, we have relied upon the entries recorded in the Register maintained under section 301 and Management''s representation in this regard. Accordingly, clauses 4(III) (b) to (g) of the Order are not applicable.

IV) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books of accounts and according to the information and explanation given to us, we have not come across any instances of major weaknesses in the aforesaid internal control system.

V) Based on the audit procedures applied by us and according to the information and explanations provided by the Management, we are of the opinion that there are no contracts and arrangements, the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(V) (b) of the Order is not applicable.

VI) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the companies Act, 1956 during the year.

VII) In our opinion, the present internal audit system of the Company is commensurate with the size of the company and nature of its business.

VIII) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Companies Act, 1956 and are of the opinion that prime facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

IX) a) According to the records of the Company, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues during the year with the appropriate authorities where applicable, except in the following cases which are outstanding for more than six months:

Sales Tax - Rs. 32.15 lacs

Entry Tax - Rs. 57.12 lacs

Excise Duty - Rs. 8.52 lacs

Electricity Duty & Cess - Rs 185.69 lacs

Service Tax - Rs 38.81 lacs

b) According to the information and explanation given to us, the dues of Sales tax, Custom duty, Wealth tax, Income tax, Excise duty, Service tax and Cess which have not been deposited on account of any dispute and the forum where dispute is pending are as under:

Nature of Liability Rs./Lacs Forum

Excise Duty 1440.17 CESTAT, New Delhi/ Commissioner of Appeal

Water cess 3.65 CSIDC

Sales Tax 199.56 Sales Tax Authorities

Entry Tax 88.58 Dy. Comm. of Commercial Taxes

Electricity Duty 115.45 CGSEB

X) The accumulated losses of the Company are more than its networth. The Company has incurred cash losses during the current financial year covered by our audit and also in the immediately preceding financial year.

XI) The Company has defaulted in repayment of dues to the Financial Institutions, Bank and debenture holders.

XII) According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII) The Company is not a Chit fund or a Nidhi/Mutual Benefit Fund/Society.

XIV) The Company is not in the business of dealing or trading in shares. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. We also report that the Company has held shares, securities, debentures and other securities in its own name.

XV) The Company has given guarantee for loans taken by other companies from banks or Financial Institutions and as per the Management Representations we are of the opinion that the related terms and conditions are not prima facie prejudicial to the interests of the company.

XVI) Based on information and explanations given to us by the Management, no term loans were obtained by the Company during the year. Hence this Clause is not applicable.

XVII) On the basis of our overall examination of the Balance Sheet, no funds raised on short term basis have been used for long term investment.

XVIII) During the year under audit, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

XIX) The Company has not issued any debentures during the year.

XX) The Company has not raised any money by way of Public Issue during the year.

XXI) Based upon the audit procedures performed and on the basis of information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S. S. KOTHARI & CO. Chartered Accountants Firm Registration No. : 302034E

A. Datta Place : Kolkata Partner Date : 29th May, 2014 Membership No. 5634

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Mar 31, 2013

1. REPORT ON THE FINANCIAL STATEMENTS

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

2. 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. 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 misstatements, whether due to fraud or error.

3. 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 misstatements.

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.

4. ATTENTION IS INVITED TO THE FOLLOWING:

a) Foot note 3 of note 4 regarding preparation of these Accounts on Going concern basis.

b) i) Footnote (i) to Note no 23 regarding Interest provision on borrowings from some of the institutions and banks which has been made in the accounts under simple interest method at the prevailing/estimated rates applicable on such loans in absence of relevant documents/ confirmations, as a result of which impact of compound interest/penal charges wherever applicable having not been ascertained.

ii) Foot Note (ii) to Note no 23 regarding non provision of Interest provisions on certain loans borrowings and the impact of the non provision is not presently ascertainable

iii) Note 4 (Foot Note 4), Note 7 ( Foot Note ) and Note 16 (Foot Note) regarding non receipt of confirmations in respect of borrowings from Banks/Financial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress, book balances thereof have been relied upon.

c) Foot Note (2) of Note 15 regarding pending adjustments of Trade Receivable against supplies and other liabilities etc due to the buyers. In absence of final settlement with the parties and non receipt of necessary approval from concerned regulatory authority, we are unable to express our opinion on any such adjustments.

d) Footnote to Note No. 6 regarding estimated amount of Rs. 8722.28 lacs being provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement. The necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authorities, in absence of which we are unable to express our opinion on such adjustments.

e) Footnote 1 of Note No. 15 and Footnote 2 of Note No. 17 regarding Trade Receivable/Advances amounting to Rs.3295.77 lacs relating to Companies, which have become Sick and referred to BIFR Under the Sick Industrial Companies (Special Provisions) Act, 1985. As the rehabilitation scheme of this company is pending finalisation, we are unable to comment on the amount of provision, if any, which may be required

f) In absence of relevant documents/confirmations from banks we are unable to comment on the current status of Margin deposit with banks amounting to Rs. 44.99 lacs as per Note No.16.

g) Footnote 1 of Note No. 17 regarding Claim receivable amounting to Rs. 689.36 lacs due from various banks outstanding for long which in our opinion are Doubtful of recovery against which no adequate provision has been made in the Books of Accounts.

h) i) Foot Note 2 of Note No. 15 regarding recoverability and adjustment of Trade Recievable balances as mentioned in the note for which we have relied on the Management representation.

ii) Foot Notes 4(ii) & Footnote 4(iii) of Note No.15 regarding Overdue Export Bills amounting to Rs28089.42 lacs outstanding for long which in our opinion are Doubtful of recovery against which no adequate provision has been made in the Books of Accounts.

i) Foot note 1 of Note No. 4 regarding non payment and transfer of matured debenture and interest thereof to the account of Investor Education & Protection Fund due to the reasons mentioned in the note for which we are unable to express any opinion.

j) In absence of any workings for impairment of assets as per Accounting Standard- A28 "Impairment of assets", the impact of such is not ascertainable.

Impacts of Para no. (a) to (j) is not ascertainable at this stage.

5. OPINION

Subject to our remarks in paragraph 4 above, in our opinion and to the best of our information and according to the explanations given to us, the Financial Statements read with other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and also 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 and

(b) In the case of Statement of Profit & Loss, of its Loss for the year ended on that date and

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

6. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

i) As required by the Companies (Auditor''s Report) Order 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable to the company.

ii) 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 the law have been kept by the company as far as appears from our examination of those books.

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

d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the requirements of the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 (as amended) except Accounting Standard -28 " Impairment of Assets" and in the case of Leave Encashment, which is provided on accrual basis instead of actuarial valuation as prescribed by Companies (Accounting Standard) Rules, 2006.

e) As the Company has defaulted in redemption of its debentures, the directors of the company have become disqualified as on 31st March 2013 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act 1956

Annexure referred to in the Auditors'' Report to the members of UNIWORTH LIMITED on the accounts 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. However, the updation of such records is in process.

b) The physical verification of the Fixed Assets, as stated by the Management, has been conducted by the Management whenever practicable and the reconciliation of the quantities with the book records is in progress/has been done on a continuous basis as confirmed by the Management. The differences, if any, arsing out of such reconciliation to the extent such reconciliation has been done so far have been adjusted and no serious discrepancies between book records and physical inventory have been revealed.

c) Substantial part of the Fixed Assets has not been disposed of during the year as to affect the going concern status.

II. a) The inventory has been physically verified during the year by the Management, except those lying with third parties. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the records of inventory, we are of opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records, wherever ascertained were not significant and have been properly dealt with in the books of account.

III. The Company has neither taken nor granted any loan, secured or unsecured during the year from/ to companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. However, we have relied upon the entries recorded in the Register maintained under section 301 and Management''s representation in this regard. Accordingly, clauses 4(III) (b) to (g) of the Order are not applicable.

IV. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books of accounts and according to the information and explanation given to us, we have not come across any instances of major weaknesses in the aforesaid internal control system.

V. Based on the audit procedures applied by us and according to the information and explanations provided by the Management, we are of the opinion that there are no contracts and arrangements, the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(V) (b) of the Order is not applicable.

VI. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the companies Act, 1956 during the year.

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

VIII. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Companies Act, 1956 and are of the opinion that prime facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

IX. a) According to the records of the Company, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues during the year with the appropriate authorities where applicable, except in the following cases which are outstanding for more than six months:

Sales Tax - Rs. 27.04 lacs

Entry Tax - Rs. 57.12 lacs

Excise Duty - Rs. 8.55 lacs

Electricity Duty & Cess - Rs. 185.69 lacs

b) According to the information and explanation given to us ,the dues of Sales tax, Custom duty, wealth tax, Income tax, Excise duty, Service tax and Cess which have not been deposited on account of any dispute and the forum where dispute is pending are as under:

Nature of Liability Rs./Lacs Forum

Excise Duty 879.46 CESTAT, New Delhi/

Commissioner of Appeal

Water cess 3.65 CSIDC

Sales Tax 227.05 Sales Tax Authorities

Entry Tax 48.86 Dy. Comm. of Commercial Taxes

X. The accumulated losses of the company are more than its networth. The company has incurred cash losses during the current financial year covered by our audit and also in the immediately preceding financial year.

XI. The company has defaulted in repayment of dues to the Financial Institutions, Bank and debenture holders.

XII. According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. The Company is not a Chit fund or a Nidhi/Mutual Benefit Fund/Society.

XIV. The Company is not in the business of dealing or trading in shares. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. We also report that the Company has held shares, securities, debentures and other securities in its own name.

XV. The company has given guarantee for loans taken by other companies from banks or Financial Institutions and as per the Management Representations we are of the opinion that the related terms and conditions are not prima facie prejudicial to the interests of the company.

XVI. Based on information and explanations given to us by the Management, no term loans were obtained by the Company during the year. Hence this Clause is not applicable.

XVII. On the basis of our overall examination of the Balance Sheet, no funds raised on short term basis have been used for long term investment.

XVIII. During the year under audit, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

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

XX. The Company has not raised any money by way of Public Issue during the year.

XXI. Based upon the audit procedures performed and on the basis of information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S. S. KOTHARI & CO.

Chartered Accountants

Firm Registration No. : 302034E

A. Datta Place : Kolkata Partner

Date : 30th May, 2013 Membership No. 5634

---

Mar 31, 2012

We have audited the attached Balance Sheet of UNIWORTH LIMITED as at 31st March 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 principle 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.

As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose as Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said order.

Attention is invited to the following:

a) Foot note 3 of note 4 regarding preparation of these Accounts on Going concern basis.

b) i) Footnote(i) to Note no 21 regarding Interest provision on borrowings from some of the institutions

and banks which has been made in the accounts under simple interest method at the prevailing/ estimated rates applicable on such loans in absence of relevant documents/ confirmations, as a result of which impact of compound interest/penal charges wherever applicable having not been ascertained.

ii) Foot Note (ii) to Note no 21 regarding non provision of Interest provisions on certain loans / borrowings and the impact of the non provision is not presently ascertainable

iii) Note 4 (Foot Note 4), Note 7 (Foot Note 1) and Note 15 (Foot Note) regarding non receipt of confirmations in respect of borrowings from Banks/Financial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress, book balances thereof have been relied upon.

c) Foot Note (2) of Note 14 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers. In absence of final settlement with the parties and non receipt of necessary approval from concerned regulatory authority, we are unable to express our opinion on any such adjustments.

d) Footnote to Note No. 6 regarding estimated amount of Rs. 8722.28 lacs being provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement. The necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authorities, in absence of which we are unable to express our opinion on such adjustments.

e) Footnote 1 of Note No. 14 and Footnote 2 of Note No. 16 regarding Debtors/Advances amounting to Rs.2708.71 lacs relating to Companies, which have become Sick and referred to BIFR Under the Sick Industrial Companies (Special Provisions) Act, 1985. As the rehabilitation scheme of this company is pending finalisation, we are unable to comment on the amount of provision, if any, which may be required

f) In absence of relevant documents/confirmations from banks we are unable to comment on the current status of Margin deposit with banks amounting to Rs. 44.99 lacs per Note No.15.

g) Footnote 1 of Note No. 16(b) regarding Claim receivable amounting to Rs. 689.36 lacs due from various banks outstanding for long which in our opinion are Doubtful of recovery against which no adequate provision has been made in the Books of Accounts.

h) i) Foot Note 2 of Note No. 14 regarding recoverability and adjustment of Debtor balances as

mentioned in the note for which we have relied on the Management representation.

ii) Foot Notes 4(ii) & Footnote 4(iii) of Note No.14 regarding Overdue Export Bills amounting to Rs28089.42 lacs outstanding for long which in our opinion are Doubtful of recovery against which no adequate provision has been made in the Books of Accounts.

i) Foot note 1 of Note No. 4 regarding non payment and transfer of matured debenture and interest thereof to the account of Investor Education & Protection Fund due to the reasons mentioned in the note for which we are unable to express any opinion.

j) In absence of any workings for impairment of assets as per Accounting Standard- A28 "Impairment of assets", the impact of such is not ascertainable.

Impacts of Para no. (a) to (j) is not ascertainable at this stage.

Further to our comments 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 purpose of our audit;

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

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

d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the requirements of the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 (as amended) except Accounting Standard -28 " Impairment of Assets" and in the case of Leave Encashment, which is provided on accrual basis instead of actuarial valuation as prescribed by Companies (Accounting Standard) Rules, 2006.

e) As the Company has defaulted in redemption of its debentures, the directors of the company have become disqualified as on 31st March 2012 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act 1956

f) In our opinion and to the best of our information and according to the explanation given to us the said accounts subject to our comments mentioned in point no (a) to (j) above and read with other notes gives the information required by the Companies Act, 1956 and also subject as above give a true & fair view in the manner so required 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; and

(ii) In the case of Statement of Profit & Loss, of the Loss for the year ended on that date and

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

Annexure referred to in the Auditors' Report to the members of UNIWORTH LIMITED on the accounts 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. However, the updation of such records is in process.

b) The physical verification of the Fixed Assets, as stated by the Management, has been conducted by the Management whenever practicable and the reconciliation of the quantities with the book records is in progress/has been done on a continuous basis as confirmed by the Management. The differences, if any, arsing out of such reconciliation to the extent such reconciliation has been done so far have been adjusted and no serious discrepancies between book records and physical inventory have been revealed.

c) Substantial part of the Fixed Assets has not been disposed of during the year as to affect the going concern status.

II. a) The inventory has been physically verified during the year by the Management, except those

lying with third parties. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the records of inventory, we are of opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records, wherever ascertained were not significant and have been properly dealt with in the books of account.

III. The Company has neither taken nor granted any loan, secured or unsecured during the year from/to companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. However, we have relied upon the entries recorded in the Register maintained under section 301 and Management's representation in this regard. Accordingly, clauses 4(III) (b) to (g) of the Order are not applicable.

IV. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business

for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books of accounts and according to the information and explanation given to us, we have not come across any instances of major weaknesses in the aforesaid internal control system.

V. Based on the audit procedures applied by us and according to the information and explanations provided by the Management, we are of the opinion that there are no contracts and arrangements, the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(V) (b) of the Order is not applicable.

VI. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the companies Act, 1956 during the year.

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

VIII We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Companies Act, 1956 and are of the opinion that prime facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

IX. a) According to the records of the Company, the Company has been generally regular in depositing

undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues during the year with the appropriate authorities where applicable, except in the following cases which are outstanding for more than six months :

Sales Tax - Rs. 29.84 lacs

Entry Tax - Rs. 57.12 lacs

Excise Duty - Rs. 8.52 lacs

Electricity Duty & Cess - Rs. 185.69 lacs

b) According to the information and explanation given to us, the dues of Sales tax, Custom duty, wealth tax, Income tax, Excise duty, Service tax and Cess which have not been deposited on account of any dispute and the forum where dispute is pending are as under :

Nature of Liability Rs./Lacs Forum

Excise Duty 873.43 CESTAT, New Delhi/

Commissioner of Appeal Water cess 3.65 CSIDC

Sales Tax 227.05 Sales Tax Authorities

Entry Tax 48.86 Dy. Comm. of Commercial Taxes

X. The accumulated losses of the company are more than its networth. The company has incurred cash losses during the current financial year covered by our audit and also in the immediately preceding financial year.

XI. The company has defaulted in repayment of dues to the Financial Institutions, Bank and debenture holders.

XII According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. The Company is not a Chit fund or a Nidhi/Mutual Benefit Fund/Society.

XIV The Company is not in the business of dealing or trading in shares. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. We also report that the Company has held shares, securities, debentures and other securities in its own name.

XV. The company has given guarantee for loans taken by other companies from banks or Financial Institutions and as per the Management Representations we are of the opinion that the related terms and conditions are not prima facie prejudicial to the interests of the company.

XVI. Based on information and explanations given to us by the Management, no term loans were obtained by the Company during the year. Hence this Clause is not applicable.

XVII. On the basis of our overall examination of the Balance Sheet, no funds raised on short term basis have been used for long term investment.

XVIII.During the year under audit, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

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

XX The Company has not raised any money by way of Public Issue during the year.

XXI Based upon the audit procedures performed and on the basis of information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S. S. KOTHARI & CO.,

Chartered Accountants

Firm Registration No. : 302034E

A.Datta

Place : Kolkata Partner

Date : 27th August, 2012 Membership No. 5634

---

Mar 31, 2011

We have audited the attached Balance Sheet of UNIWORTH LIMITED as at 31st March 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 principle 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.

As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose as Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said order.

Attention is invited to the following:

a) Note No. B3(ii) regarding preparation of these Accounts on Going concern basis.

b) i) Note No. B 13 (a) in Schedule 20 regarding Interest provision on borrowings from some of the institutions and banks which has been made in the accounts under simple interest method at the prevailing/estimated rates applicable on such loans in absence of relevant documents/ confirmations, as a result of which impact of compound interest/penal charges wherever applicable having not been ascertained.

ii) Note No. B 13(c) in schedule 20 regarding non provision of Interest provisions on certain loans / borrowings and the impact of the non provision is not presently ascertainable.

c) Note No. B 15 in Schedule 20 regarding outstanding principal amount of loan Rs. 227.30 lacs and interest receivable thereon Rs. 136.69 lacs is outstanding for long, which in our opinion is doubtful of recovery but remain un provided for reasons as stated in the note.

d) Note No. B 19 in Schedule 20 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers. In absence of final settlement with the parties and non receipt of necessary approval from concerned regulatory authority, we are unable to express our opinion on any such adjustments.

e) i) Note No. B 6 (i) in Schedule 20 regarding estimated amount of Rs. 8722.28 lacs being provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement. The necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authorities, in absence of which we are unable to express our opinion on such adjustments.

ii) Note No. B 6 (ii) in schedule 20 regarding provision during the year of sales claim of Rs. 163.78 Lacs based on the past experience of the company for which we are unable to express any opinion.

f) Note No. B9 in Schedule 20 regarding Debtors/Advances amounting to Rs 1789.19 lacs relating to Companies, which have become Sick and referred to BIFR Under the Sick Industrial Companies (Special Provisions) Act, 1985. As the rehabilitation scheme of this company is pending finalisation, we are unable to comment on the amount of provision, if any, which may be required.

g) In absence of relevant documents/confirmations from banks we are unable to comment on the current status of Margin deposit with banks amounting to Rs. 44.99 lacs.

h) Note No. B 17 in Schedule 20 regarding Claim receivable amounting to Rs. 689.36 lacs due from various banks outstanding for long which in our opinion are Doubtful of recovery against which no adequate provision has been made in the Books of Accounts.

i) i) Note No. B5 (i) & (ii) in schedule 20 regarding recoverability and adjustment of Debtor balances as mentioned in the note for which we have relied on the Management Representation.

ii) Note No. B 5 (Hi) in Schedule 20 regarding Overdue Export Bills amounting to Rs.992.30 lacs outstanding for long which in our opinion are Doubtful of recovery against which no adequate provision has been made in the Books of Accounts.

j) In the opinion of the management. certain overdue domestic debtors amounting to Rs. 70.56 lacs as on 31.03.2011 is fully realisable. However we are unable to make an opinion on the reliability of the same. Moreover the year-end balances of the certain debtors are also unconfirmed.

k) Note No. 20 in schedule 20 regarding non payment and transfer of matured debenture and interest thereof to the account of Investor Education & Protection Fund due to the reasons mentioned in the note for which we are unable to express any opinion.

I) In absence of any workings for impairment of assets as per Accounting Standard- A28 "Impairment of assets", the impact of such is not ascertainable.

Impacts of Para No. (a) to (I) is not ascertainable at this stage.

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 purpose of our audit;

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

c) The Balance Sheet, Profit & 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 & Loss Account and Cash Flow Statement dealt with by this report comply with the requirements of the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 (as amended) except Accounting Standard -28" Impairment of Assets" and in the case of Leave Encashment, which is provided on accrual basis instead of actuarial valuation as prescribed by Companies (Accounting Standard) Rules, 2006.

e) As the Company has defaulted in redemption of its debentures, the directors of the company have become disqualified as on 31st March 2011 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act 1956.

f) In our opinion and to the best of our information and according to the explanation given to us the said accounts subject to our comments mentioned in point no (a) to (I) above and read with other notes in Schedule 20, particularly Note no B4 & 16, gives the information required by the Companies Act, 1956 and also subject as above give a true & fair view in the manner so required 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, 2011; and

(ii) In the case of the Profit & Loss account, of the Loss for the year ended on that date and

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

Annexure referred to in the Auditors' Report to the members of UNIWORTH LIMITED on the accounts for the year ended 31 st March 2011.

I. a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. However, the updation of such records is in process.

b) The physical verification of the Fixed Assets, as stated by the Management, has been conducted by the Management whenever practicable and the reconciliation of the quantities with the book records is in progress/has been done on a continuous basis as confirmed by the Management. The differences, if any, arising out of such reconciliation to the extent such reconciliation has been done so far have been adjusted and no serious discrepancies between book records and physical inventory have been revealed.

c) Substantial part of the Fixed Assets has not been disposed of during the year as to affect the going concern status.

II. a) The inventory has been physically verified during the year by the Management. Except those lying with third parties. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of. the Company and the nature of its business.

c) On the basis of our examination of the records of inventory, we are of opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records, wherever ascertained were not significant and have been properly dealt with in the books of account.

III. The Company has neither taken nor granted any loan, secured or unsecured during the year from/ to companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. However, we have relied upon the entries recorded in the Register maintained under section 301 and Management's representation in this regard. Accordingly, clauses 4(lll) (b) to (g) of the Order are not applicable.

IV.. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books of accounts and according to the information and explanation given to us, we have not come across any instances of major weaknesses in the aforesaid internal control system

V. Based on the audit procedures applied by us and according to the information and explanations provided by the Management, we are of the opinion that there are no contracts and arrangements, the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(V) (b) of the Order is not applicable.

VI. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the companies Act, 1956 during the year.

VII. la our opinion, the present internal audit system is commensurate with the size of the company and nature of its business.

VIII We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Companies Act, 1956 and are of the opinion that prime facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

IX. a) According to the records of the Company, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues during the year with the appropriate authorities where applicable, except in the following cases which are outstanding for more than six months :

Sales Tax - Rs. 30.81 lacs

Entry Tax - Rs. 57.12 lacs

Excise Duty - Rs. 3.83 lacs

Electricity Duty & Cess - Rs. 185.69 lacs

b) According to the information and explanation given to us, the dues of Sales tax, Custom duty, wealth tax, Income tax, Excise duty, Service tax and Cess which have not been deposited on account of any dispute and the forum where dispute is pending are as under:

X. The accumulated losses of the company are more than its net worth. The company has incurred cash losses during the current financial year covered by our audit and also in the immediately preceding financial year.

XI. The company has defaulted in repayment of dues to the Financial Institutions, Bank and debenture holders.

XII According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. The Company is not a Chit fund or a Nidhi/Mutual Benefit Fund/Society.

XIV The Company is not in the business of dealing or trading in shares. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. We also report that the Company has held shares, securities, debentures and other securities in its own name.

XV. The company has given guarantee for loans taken by other companies from banks or Financial Institutions and as per the Management Representations we are of the opinion that the related terms and conditions are not prima facie prejudicial to the interests of the company.

XVI. Based on information and explanations given to us by the Management, no term loans were obtained by the Company during the year. Hence this Clause is not applicable.

XVII. On the basis of our overall examination of the Balance Sheet, no funds raised on short term basis have been used for long term investment.

XVIII. During the year under audit, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

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

XX. The Company has not raised any money by way of Public Issue during the year.

XXI. Based upon the audit procedures performed and on the basis of information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S. S. KOTHARI & CO.

Chartered Accountants

Firm Registrati on No.: 302034E

A. Datta

Place: Kolkata Partner

Date : 26th August, 2011 Membership No. 5634

---

Mar 31, 2010

We have audited the attached Balance Sheet of UNIWORTH LIMITED as at 31st March 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 principle 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.

As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose as Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said order.

Attention is invited to the following :

a) Note No. B3(ii) regarding preparation of these Accounts on Going concern basis.

b) i) Note No. B 13 (a) in Schedule 20 regarding Interest provision on borrowings from some of the institutions and banks which has been made in the accounts under simple interest method at the prevailing/estimated rates applicable on such loans in absence of relevant documents/ confirmations, as a result of which impact of compound interest/penal charges wherever applicable having not been ascertained.

ii) Note No. B 13(c) in schedule 20 regarding non provision of Interest provisions on certain loans / borrowings and the impact of the non provision is not presently ascertainable.

c) Note No. B 15 in Schedule 20 regarding outstanding principal amount of loan Rs. 227.30 lacs and interest receivable thereon Rs. 136.69 lacs is outstanding for long, which in our opinion is doubtful. of recovery but remain unprovided for reasons as stated in the note.

d) Note No. B 19 in Schedule 20 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers. In absence of final settlement with the parties and non receipt of necessary approval from concerned regulatory authority, we are unable to express our. opinion on any such adjustments.

e) i) Note No. B 6 (i) in Schedule 20 regarding estimated amount of Rs. 8722.28 lacs being provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement. The necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authdrities, in absence of which we are unable to express our opinion on such adjustments.

ii) Note No. B 6 (ii) in schedule 20 regarding provision of sales claim of Rs. 60.51 Lacs based on the past experience of the company for which we are unable to express any opinion.

f) Note No. B 9 in Schedule 20 regarding Debtors/Advances amounting to Rs 2509.86 lacs relating to Companies, which.have become Sick and referred to BIFR Under the Sick Industrial Companies (Special Provisions) Act, 1985. As the rehabilitation scheme of this company is pending finalisation, we are unable to comment on the amount of provision, if any, which may be required.

g) In absence of relevant documents/confirmations from banks we are unable to comment on the current status of Margin deposit with banks amounting to Rs. 44.99 lacs.

h) Note No. B 17 in Schedule 20 regarding Claim receivable amounting to Rs. 689.36 lacs due from various banks outstanding for long which in our opinion are Doubtful of recovery against which no adequate provision has been made in the Books of Accounts.

i) i) Note No. B5 (i) & (ii) in schedule 20 regarding recoverability and adjustment of Debtor balances as mentioned in the note for which we have relied on the Management Representation.

ii) Note No. B 5 (Hi) in Schedule 20 regarding Overdue Export Bills amounting to Rs.2903.85 lacs outstanding for long which in our opinion are Doubtful of recovery against which no adequate provision has been made in the Books of Accounts.

j) In the opinion of the management.certain overdue domestic debtors amounting to Rs. 70.56 lacs as on 31.03.2010 is fully realisable. However we are unable to make an opinion on the realisability of the same. Moreover the year-end balances of the certain debtors are also unconfirmed.

k) Note No. 20 in schedule 20 regarding non payment and transfer of matured debenture and interest thereof to the account of Investor Education & Protection Fund due to the reasons mentioned in the note for which we are unable to express any opinion.

l) In absence of any workings for impairment of assets as per Accouhting Standard- A28 "Impairment of assets", the impact of such is not ascertainable.

Impacts of Para No. (a) to (I) is not ascertainable at this stage.

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 purpose of our audit;

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

c) The Balance Sheet, Profit & 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 & Loss Account and Cash Flow Statement dealt with by this report comply with the requirements of the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 (as amended) except Accounting Standard -28 "Impairment of Assets" and in the case of Leave Encashment, which is provided on accrual basis instead of actuarial valuation as prescribed by Companies (Accounting Standard) Rules, 2006.

e) As the Company has defaulted in redemption of its debentures, the directors of the company have become disqualified as on 31st March 2010 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act 1956.

f) In our opinion and to the best of our information and according to the explanation given to us the said accounts subject to our comments mentioned in point no (a) to (I) above and read with other notes in Schedule 20, particularly Note no B4 &16, gives the information required by the Companies Act, 1956 and also subject as above give a true & fair view in the manner so required 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, 2010; and

(ii) In the case of the Profit & Loss account, of the Loss for the year ended on that date and

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

Annexure referred to in the Auditors Report to the members of UNIWORTH LIMITED on the accounts for the year ended 31st March 2010.

I. a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. However, the updation of such records is in process.

b) The physical verification of the Fixed Assets, as stated by the Management, has been conducted by the Management whenever practicable and the reconciliation of the quantities with the book records is in progress/has been done on a continuous basis as confirmed by the Management. The differences, if any, arsing out of such reconciliation to the extent such reconciliation has been done so far have been adjusted and no serious discrepancies between book records and physical inventory have been revealed.

c) Substantial part of the Fixed Assets has not been disposed of during the year as to affect the going concern status.

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

b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the records of inventory, we are of opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records, wherever ascertained were not significant and have been properly dealt with in the books of account.

III. The Company has neither taken nor granted any loan, secured or unsecured during the year from/ to companies, firms or Other parties covered in the Register maintained under section 301 of the Companies Act, 1956. However, we have relied upon the entries recorded in the Register maintained under section 301 and Managements representation in this regard. Accordingly, clauses 4(lll) (b) to (g) of the Orderare not applicable.

IV. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books of accounts and according to the information and explanation given to us, we have not come across any instances of major weaknesses in the aforesaid internal control system..

V Based on the audit procedures applied by us and according to the information and explanations provided by the Management, we are of the opinion that there are no contracts and arrangements, the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(V) (b) of the Order is not applicable.

VI. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the companies Act, 1956 during the year.

VII. In our opinion, the internal audit system is commensurate with the size of the company and nature of its business.

VIII We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Companies Act, 1956 and are of the opinion that prime facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

IX. a) According to the records of the Company, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues during the year with the appropriate authorities where applicable, except in the following cases which are outstanding for more than six months :

Sales Tax - Rs. 39.20 lacs

Entry Tax - Rs. 57.12 lacs

Excise Duty - Rs. 3.83 lacs

Electricity Duty & Cess - Rs. 185.69 lacs

b) According to the information and explanation given to us, the dues of Sales tax, Custom duty, wealth tax, Income tax, Excise duty, Service tax and Cess which have not been deposited on account of any dispute and the forum where dispute is pending are as under:

Nature of Liability Rs./Lacs Forum

Excise Duty 873.43 CESTAT, New Delhi/

Commissioner of Appeal Water cess 3.65 CSIDC

Sales Tax 62.09 Sales Tax Authorities

Entry Tax 48.86 Dy.Comm.of Commercial Taxes

X The accumulated losses of the company are more than its networth. The company has incurred cash losses during the current financial year covered by our audit and also in the immediately preceding financial year.

XI. The company has defaulted in repayment of dues to the Financial Institutions, Bank and debenture holders.

XII According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. The Company is not a Chit fund or a Nidhi/Mutual Benefit Fund/Society.

XIV The Company is not in the business of dealing or trading in shares. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. We also report that the Company has held shares, securities, debentures and other securities in its own name.

XV. The company has given guarantee for loans taken by other companies from banks or Financial Institutions and as per the Management Representations we are of the opinion that the related terms and conditions are not prima facie prejudicial to the interests of the company.

XVI. Based on information and explanations given to us by the Management, no term loans were obtained by the Company during the year. Hence this Clause is not applicable.

XVII. On the basis of our overall examination of the Balance Sheet, no funds raised on short term basis have been used for long term investment.

XVIII. During the year under audit, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

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

XX The Company has not raised any money by way of Public Issue during the year.

XXI. Based upon the audit procedures performed and on the basis of information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S.S.KOTHARI & CO.,

Chartered Accountants Firm Registration No. : 302034E

A.Datta

Place : Kolkata Partner

Date : 25th August, 2010 Membership No. 5634