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Auditor Report of Alok Industries Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Alok Industries Limited ("the Company"), which comprise the Balance Sheet as at 31 March, 2015, the Statement of Profit and Loss for the period 1 October 2013 to 31 March 2015 and the Cash Flow Statement for the period then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 notified under the Companies Act, 1956 ("the Act") (which are deemed to be applicable as per Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

Opinion

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

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

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the period from 1 October 2013 to 31 March 2015; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order for the period ended 31 March, 2015, to the extent the same are applicable to the Company.

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

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

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which are deemed to be applicable as per Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014).

(e) Since the provisions of Section 274(1)(g) of the Act are not in effect from 1 April 2014, the reporting requirement under Section 227(3)(f) of the Act is not applicable as of the balance sheet date.

Annexure to the Independent Auditors'' Report

RE: Alok Industries Limited

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) Having regard to the nature of the Company''s business/ activities/results, clauses (iii), (x), (xii), (xiii), (xiv), (xviii) and (xx) of the CARO are not applicable to the Company.

(ii) In respect of fixed assets:

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

(b) According to the information and explanations given to us, physical verification of major portion of fixed assets was conducted by the management during the period, which in our opinion is reasonable having regard to the size of the company and nature of its business and no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the period, in our opinion; do not constitute a substantial part of the fixed assets of the Company.

(iii) In respect of inventories:

(a) As explained to us, inventories (except stocks lying with third parties and in-transit, confirmation / subsequent receipt have been obtained in respect of such inventory) have been physically verified during the period by the management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) In our opinion and according to the information and explanations given to us, there is an internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and sale of goods and services, except that finance controls over purchase and sale of outsourced fabrics need to be significantly strengthened.

(v) In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the register have been so entered for the period the said section was applicable.

(b) Other than in respect of certain services of a special nature for which we are informed that comparable quotations cannot be obtained, all other transactions in excess of Rs. 5 lacs in respect of any party, have been made at prices which are prima facie reasonable having regard to the prevailing markets prices at the relevant time, for the period the said section was applicable.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public, during the period the said Sections, provisions and Rules were applicable, except for delay in filing return of deposits for the period 1 April, 2013 to 31 March, 2014, which was filed on 2 May, 2015. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the internal audit functions carried out during the period by firms of Chartered Accountants appointed by the Management have been commensurate with the size of the company and the nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion, that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) According to the information and explanation given to us in respect of statutory dues:

(a) There have been several delays by the Company during the period in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, and Service Tax dues with the appropriate authorities. The company has deposited dues to Investor Education and Protection Fund within the prescribed time limit.

(b) The undisputed amounts payable in respect of Income-tax, Service Tax, Corporate Dividend tax, Cess and other statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable are as under.

Name of Nature Amount Period to Due date the Statute of Dues Involved which (Rs. in the amount Crores) Relates

Income tax Tax Deducted 3.38 AY 2015-16 Various dates Act, 1961 at Source upto 7 September, 2014

Income tax Advance Tax 40.89 A.Y 2014-15 Various dates Act, 1961 upto 31 March, 2014

Income tax Advance Tax 43.32 A.Y 2015-16 Various dates Act, 1961 upto 15 September, 2014

Income tax Corporate 7.91 AY 2014-15 10 January, Act, 1961 Dividend Tax 2014

Finance Service Tax 1.75 FY 2014-15 Various dates Act, 1994 upto 6 September,2014

Finance Service Tax 2.50 FY 2013-14 Various dates Act, 1994 upto 31 March, 2014

(c) There are no dues in respect of Sales Tax, Income Tax, Wealth tax, Customs duty, Service Tax, Excise duty and Cess that have not been deposited as on 31st March, 2015 on account of disputes, other than as follows :

Name of the Nature Amount Period to Forum where statute of dues (Rs. in which the dispute is crores) amount pending relates

Income Income tax 6.18 AY 2006 - 07 Commissioner Tax Act, demand (TDS to 2008 - 09 of Income 1961 dues) and Tax(Appeals) AY 2010-11 to 2011-12

Works Works 0.59 FY 2004 - 05 Deputy Contract Tax Contract Commissioner Act, 1986 Tax of Sales Tax

Maharashtra Maharashtra 8.07 FY 2008 - 09 Joint Value Value Commissioner Added Tax Added Tax of Sales Tax Act, 2002

Central Central 0.98 FY 2008 - 09 Joint Sales Tax Sales Tax Commissioner Act, 1956 of Sales Tax

(x) In our opinion and according to the information and explanations given to us, the Company has defaulted in the repayment of dues to banks, financial institutions and debenture holders as under:

(Rs. In crores)

Period of Principal Principal Interest Interest amount Delay amount amount amount outstanding as outstanding on 31 March as on 31 2015 March 2015 Upto 30 days 419.01 253.14 380.88 67.21

31 to 90 days 1,766.75 224.80 955.20 113.99

91 to 180 days 561.90 3.74 314.64 11.56

Above 181 days 7.00 1.88 23.06 0.26

(xi) In our opinion and according to the explanation given to us, the terms and conditions of the guarantees given by the company for loans taken by five subsidiary companies from banks and financial institutions are not prima facie prejudicial to the interests of the Company.

(xii) On the basis of records examined by us, and relying on the information compiled by the Company for co-relating the funds raised to the end use of term loans, we have to state that, the company has, prima-facie, applied the term loans for the purposes for which they were obtained.

(xiii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short- term basis have, prima facie, not been used during the period for long- term investment.

(xiv) Security / Charges have been created in respect of debentures issued as detailed in note no. 4 to the financial statements.

(xv) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the period.

For Deloitte Haskins & Sells LLP

Chartered Accountants (Firm''s Registration No. 117366W/W-100018)

Porus B. Pardiwalla Partner (Membership No. 40005) Mumbai, 28 May, 2015


Sep 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of ALOK INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at 30th September, 2013, the Statement of Profit and Loss for the period 1st April 2012 to 30th September 2013 and the Cash Flow Statement for the period then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th September, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the period ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs).

(e) On the basis of the written representations received from the directors as on 30th September, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 30th September, 2013 from being appointed as a director in terms of Section 274(1) (g) of the Act.

The ALOK INDUSTRIES LIMITED Referred to in our report of even date

(i) In respect of fixed assets:

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

(b) According to the information and explanations given to us, physical verification of major portion of fixed assets as at 30th September, 2013 was conducted by the management during the period, which is reasonable having regard to the size of the company and nature of its business and no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the period, in our opinion; do not constitute a substantial part of the fixed assets of the Company.

(ii) In respect of inventories:

(a) As explained to us, inventories (except stocks lying with third parties and in-transit, confirmation / subsequent receipt have been obtained in respect of such inventory) have been physically verified during the period by the management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) The company has not granted / taken any loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, clause 4(iii) (a) to (g) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and sale of goods and services, During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the register have been so entered.

(b) Having regard to the explanation that for certain services of a special nature amounting to Rs. 3.41 crores, comparable quotations cannot be obtained, all other transactions in excess of Rs. 5 lacs in respect of any party, have been made at prices which are prima facie reasonable having regard to the prevailing markets prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the internal audit functions carried out during the period by firms of Chartered Accountants appointed by the Management have been commensurate with the size of the company and the nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion, that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) According to the information and explanation given to us in respect of statutory dues:

(a) The company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities during the period, other than TDS dues aggregating to Rs. 5.3 crores including interest of Rs. 0.37 crores and service tax dues aggregating to Rs. 2.22 crores including interest of Rs. 0.12 crores, which have been deposited with the authorities with some delays.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Wealth Tax, Customs Duty, Excise Duty, Sales Tax, Service Tax, Cess and other statutory dues in arrears as at 30th September, 2013 for a period of more than six months from the date they became payable.

(x) The company neither has accumulated losses at the end of the period, nor incurred cash losses during the current period and immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

(xii) In our opinion and according to the information and explanations given to us, the company has maintained adequate documents and records where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly clause 4 (xiii) of the Order is not applicable to the company.

(xiv) According to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures or investments. Accordingly clause 4 (xiv) of the order is not applicable to the Company.

(xv) In our opinion and according to the explanation given to us, the terms and conditions of the guarantees given by the company for loans taken by two subsidiary companies from banks and financial institutions are not prima facie prejudicial to the interests of the Company.

(xvi) On the basis of records examined by us, and relying on the information compiled by the Company for co- relating the funds raised to the end use of term loans, we have to state that, the company has, prima-facie, applied the term loans for the purposes for which they were obtained, other than amounts temporarily invested pending utilisation of the funds for the intended use.

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have, prima facie, not been used during the period for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) Security / Charges have been created in respect of debentures issued as detailed in note no. 4 to the financial statements.

(xx) We have verified the end use of money raised by the right issue (Refer note no. 27 to the financial statements) from the Letter of Offer filed with Securities Exchange Board of India.

(xxi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the period.

For Deloitte Haskins & Sells LLP

Chartered Accountants

ICAI FRN No. 117366W / W-100018

R D Kamat

Partner

Membership no. 36822

MUMBAI, November 23, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of ALOK INDUSTRIES LIMITED ("the Company") as at 31stMarch, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed there to. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 (CARO) 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.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

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

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

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

(d) in our opinion, the Balance Sheet, the Statement of Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

(e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(ii) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date and;

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

5. On the basis of the written representations received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, none of the Directors is disqualified as on31stMarch, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

Referred to in paragraph 3 of our report of even date

(i) In respect of fixed assets:

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

(b) According to the information and explanations given to us, physical verification of major portion of fixed assets as at 31st March, 2012was conducted by the management during the year, which is reasonable having regard to the size of the company and nature of its business and no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company.

(ii) In respect of inventories:

(a) As explained to us, inventories (except stocks lying with third parties and in-transit, confirmation / subsequent receipt have been obtained in respect of such inventory) have been physically verified during the year by the management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

During the year, the Company has granted and taken loans to/from Grabal Alok Impex Ltd. Grabal Alok Impex Ltd was amalgamated with the Company vide scheme of amalgamation sanctioned by the Bombay High Court on 3rd February, 2012 and effective from 1stMarch, 2012. The appointed date for such amalgamation was 1st April, 2011 (Refer note no 36) and as such, these transactions have not been considered for reporting under this clause.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the register have been so entered.

(b) Where each of such transaction is in excess ofRs 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the internal audit functions carried out during the year by firms of Chartered Accountants appointed by the Management have been commensurate with the size of the company and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of Textile products manufactured by the Company and are of the opinion, that prima 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 determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

(ix) According to the information and explanation given to us in respect of statutory dues:

(a) The company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities during the year, except for service tax dues aggregating to Rs 1.74 crores including interest ofRs 0.21 crores, which have been deposited subsequent to the year end.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth-tax, Customs Duty, Excise Duty, Sales Tax, Service Tax, Cess and other statutory dues in arrears as at 31stMarch, 2012 for a period of more than six months from the date they became payable.

(c) There are no dues in respect of Sales Tax, Income Tax, Wealth tax, Customs duty, Service Tax, Excise duty and Cess that have not been deposited as on 31stMarch , 2012 on account of disputes, except as follows :

Name of the Nature of dues Amount (Rs. in Period to which Forum where statute crores) the amount dispute is pending relates

Income Tax Act, Income tax 1.92 AY 2006- 07 to Commissioner of 1961 demand(TDS 2011-12 Income Tax (Appeals) dues)

Works Contract Works Contract 0.59 FY 2004-05 Deputy Commissioner Tax Act,1986 Tax of Sales Tax

(x) The company neither has accumulated losses at the end of the year, nor incurred cash losses during the current and immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

(xii) According to the information and explanations 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 any other securities. Accordingly, clause 4 (xii) of the order is not applicable to the company.

(xiii) In our opinion and according to the information and explanations given to us, the company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly clause 4 (xiii) of the order is not applicable to the company.

(xiv) In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures or investments. Accordingly clause 4 (xiv) of the order is not applicable to the Company.

(xv) In our opinion and according to the explanation given to us, the terms and conditions of the guarantees given by the company for loans taken by subsidiary company from banks and financial institutions are not prima facie prejudicial to the interests of the Company.

(xvi) On the basis of records examined by us, and relying on the information compiled by the Company for co-relating the funds raised to the end use of term loans, we have to state that, the company has, prima- facie, applied the term loans for the purposes for which they were obtained, other than amounts temporarily invested pending utilisation of the funds for the intended use.

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long - term investment.

(xviii) During the year, the Company has made allotment of 1.6 crores equity shares to Jiwrajka Investment Private Limited (Refer note no 2 (a) (i) to the financial statement), covered in Register maintained under section 301 of the Companies Act, 1956. In our opinion, the price at which the shares have been issued is not prejudicial to the interest of the Company.

(xix) Security / Charges have been created in respect of debentures issued as detailed in note no 4 to the financial statements.

(xx) The Company has not raised money by public issue during the year.

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

For Deloitte Haskins & Sells For Gandhi & Parekh

Chartered Accountants Chartered Accountants

[Firm Registration No : 117366W] [Firm Registration No : 120318W]

R. D. Kamat Devang B. Parekh

Partner Partner

Membership No 36822 Membership No 105789

Mumbai, May 18, 2012 Mumbai, May 18, 2012


Mar 31, 2010

1] We have audited the attached Balance Sheet of Alok Industries Limited ("the Company"), as at 31 March 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4] Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

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

(v) On the basis of written representations received from the directors, as on 31 March 2010 and taken on record by the Board of Directors, we report that none of the directors is prima-facie disqualified as on 31 March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

(vi) We draw attention to note no: 18 of part B of Schedule 19 regarding investment in subsidiary company, aggregating to Rs.79.37 crore, considered good for the reasons stated in the note.

(vii) During the year, the Company changed its Accounting Policy pertaining to adjusting issue expenses incurred in connection with share, debenture and foreign currency convertible bonds. The earlier policy of adjusting it against the Securities Premium Account has been changed this year to writing it off in to the Profit & Loss Account, resulting in the profits before tax for the year being lower by Rs. 40.43 crores.

(viii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon and subject to the effect of the matters stated in para (vii) above, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2010;

(b) in the case of the Profit and Loss Account, of the profit for the year ended 31 March 2010; and

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



ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 of our report of even date to the members of the Alok Industries Limited ("the Company") on the financial statements for the year ended 31 March 2010,

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

(b) As explained to us, considering the nature of fixed assets, physical verification of major portion of fixed assets as at 31 March 2010 was conducted by the management during the year, which is reasonable having regard to the size of the company and nature of its business. On the basis of explanations received and documents produced to us for our verification, in our opinion, the net variance found on physical verification were not significant and have been properly dealt with in the books of account.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

(ii) (d) As explained to us, inventories (except stocks lying with third parties and in transit, confirmation/ subsequent receipt have been obtained in respect of such inventory) have been physically verified during the year by the management.

(b) The procedure explained to us, which are followed by the management for physical verification of inventories is 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 the opinion that the Company is maintaining proper records of inventory. Discrepancies noticed on physical verification of inventory as compared to book records, were not material and have been properly dealt with in the books of accounts.

(iii) According to the information and explanation given to us, the Company has neither granted nor taken loans secured or unsecured/ Deposits to/from parties covered in the register maintained under section 301 of the Act. Therefore, the provisions of clause 4(iii) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate Internal Control System commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. Further on the basis of our examination, and according to the information & explanation given to us we have neither come across nor have been informed of any instance of continuing failure to correct major weaknesses in the aforesaid Internal Control System.

(v) In our opinion and according to the information and explanation given to us, there are no contracts entered in the register maintained as referred to in section 301 of the Act. Therefore, the provisions of clause 4(v) of the Order are not applicable to the Company.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of Sections 58A, 58AA or any other relevant provisions of the Act, and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. To the best of our knowledge and according to the information and explanation given to us no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any other tribunal.

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

(viii) We have broadly reviewed the accounts and records 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 Act in respect of the Companys textile products to which the said rules are made applicable, and we are of the opinion that prima 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 complete and accurate.

(ix) (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty, cess were outstanding, as at 31 March 2010 for a period of more than six months from the date they became payable.

(b) According to the information & explanation given to us, there are no dues in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess that have not been deposited on account of any disputes.

(x) The Company neither has accumulated losses at the end of the year, nor incurred cash losses during the current year and the immediately preceding financial year.

(xi) According to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or 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) In our opinion, according to the information & explanation given to us, the company is not a Chit Fund or a Nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) The Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanation given to us, the Company has given corporate guarantee for loan taken by its subsidiary company, the terms and conditions whereof in our opinion are not prima facie prejudicial to the interest of the Company.

(xvi) On the basis of the records examined by us, and relying on the information compiled by the Company for co-relating the funds raised to the end use of term loans, we have to state that, the company has, prima-facie, applied the term loans for the purposes for which they were obtained, other than amounts temporarily invested pending utilisation of the funds for the intended use.

(xvii)According to the information & explanation given to us and on overall examination of the Balance Sheet of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of Long Term & Short Term usages of the funds, we are of the opinion that, prima-facie, no funds raised on short-term basis have been utilized for long-term investment.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties covered in the register maintaine d under Section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4(xviii) of the order are not applicable to the Company.

(xix) Security / charges have been created in respect of debentures issued, as detailed in Note No. 1 to Schedule 3 of the Balance Sheet.

(xx) We have verified the end use of money raised by the right issue (refer Note No. 5 of part B Schedule 19) & Qualified Institutional Placements (refer Note No. 6 of part B Schedule 19) from the Letter of Offer filed with Securities Exchange Board of India and as disclosed in Notes to Account.

(xxi) To the best of our knowledge and belief and according to the information & explanation given to us, no fraud on or by the Company has been noticed or reported during the year, that cause the financial statements to be materially misstated.

For Gandhi & Parekh

Chartered Accountants

Firm Registration No. 120318W



Devang B. Parekh

Partner

Place : Mumbai. Membership No. 105789

Date : 29 July 2010.



 
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