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Auditor Report of Arvind Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of ARVIND LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date. Emphasis of Matter We draw attention to the following matters in the Notes to the financial statements

a) As mentioned in Note No. 43 in respect of early adoption of Accounting Standard (AS) - 30 on ''Financial Instruments: Recognition and Measurement'' issued by the Institute of Chartered Accountants of India and the clarification issued on Application of AS 30, the Company has measured all its Financial Assets and Liabilities at their respective Fair Values or at Amortised Cost except for those items whose accounting treatment is covered by the existing accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Accordingly, the carrying amount of Long Term Borrowings would have been higher by Rs.6.98 Crores and carrying value of Hedge Reserve would have been higher by Rs. 8.24 Crores.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

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

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

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

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, Read with Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard (AS) - 30 on ''Financial Instruments: Recognition and Measurement'' issued by the Institute of Chartered Accountants of India (ICAI);

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 19 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 7 to the financial statements;

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

Referred to in Paragraph 1 under the heading "Report on other legal and regulatory requirements" of our Independent Auditor''s Report of even date,

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

(b) As explained to us, the fixed assets have been physically verified by the management during the year in accordance with a phased programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. We are informed that no material discrepancies were noticed on such verification.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the Company, and the same have been properly dealt with.

(iii) The Company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the register maintained under Section 189 of the Act. Consequently, requirement of clauses (iii,a) and (iii,b) of paragraph 3 of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vi) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records for the products of the Company under section 148 (1) of the Companies Act, 2013 in respect of the Company''s products. Consequently, requirement of clause (vi) of paragraph 3 of the Order is not applicable.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value added tax, 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 outstanding statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) Following amounts have not been deposited as on March 31, 2015 on account of any dispute :

Nature of Statute Nature of the Rs. in Crores Period to which the dues amount relates

Sales Tax Act Sales Tax 11.51 1998-1999, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2007-2008

0.05 2002-2003, 2003-2004

2.23 2006-2007

0.90 2006-2007

Central Excise Excise Duty 9.91 2000-2001, 2001-2002 Act

1.75 2000-2001, 2001-2002, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2008-2009, 2009-2010

17.94 1999-2000, 2000-2001, 2008-2009

0.16 2002-2003, 2003-2004, 2005-2006

Customs Act Custom Duty 0.05 2005-2006, 2006-2007, 2007-2008

0.72 1998-1999 to 2006-2007

Nature of Statute Forum where matter is pending

Sales Tax Act High Court

Appellate Tribunal

Joint Commissioner Commercial Tax (Appeal)

Joint Commissioner Commercial Tax (Appeal)

Central Excise Act High Court

CESTAT

Supreme Court

Commissioner

Customs Act Joint Commissioner

CESTAT

Nature of Statute Nature of the Rs. in Crores Period to which the dues amount relates

Finance Act Service Tax 2.01 2004-2005, 2005-2006, 2006-2007,

2007-2008, 2009-2010, 2012-2013

0.05 2005-2006, 2006-2007

0.37 2007-2008, April 12-Sept 13, 2013-2014

0.57 2004-2005, 2005-2006, 2006-2007, 2007-2008

Income Tax Act Fringe Benefit 0.21 2005-2006 Tax

Income Tax (Rs. 36,592/-)2004-2005

Nature of Statute Forum where matter is pending

Finance Act Additional Commissioner

Assistant Commissioner

CESTAT

Commissioner

Income Tax Act ITAT

CIT Appeal

(c) The Company has transferred the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under within time.

(viii) The Company has neither any accumulated losses nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

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

(x) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial Institutions are not prejudicial to the interest of the Company.

(xi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the term loans obtained during the year were, prima facie, applied by the Company for the purpose for which they were obtained, other than temporary deployment pending application.

(xii) Based upon the audit procedure performed by us and as per the information and explanations given to us, we report that an employee of the Company had misappropriated funds amounting to approximately Rs. 5.00 Crores. Employee has been dismissed and case has been filed against such employee. The Company has taken adequate actions to recover the misappropriated amount.

For Sorab S. Engineer & Co. Firm Registration No. 110417W Chartered Accountants CA. N. D. Anklesaria Ahmedabad Partner May 14, 2015 Membership No. 10250


Mar 31, 2014

We have audited the accompanying financial statements of ARVIND LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of profit and Loss and Cash Flow Statement for the year then ended, and a summary of Significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances 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 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 sufcient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

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

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

Emphasis of Matter

As mentioned in Note No. 43 in respect of early adoption of Accounting Standard (AS) – 30 on ''Financial Instruments: Recognition and Measurement'' issued by the Institute of Chartered Accountants of India and the clarifcation issued on Application of AS 30, the Company has measured all its Financial Assets and Liabilities at their respective Fair Values or at Amortised Cost except for those items whose accounting treatment is covered by the existing accounting standards notifed by Companies (Accounting Standard) Rules, 2006. Accordingly, the carrying amount of Long Term Borrowings would have been higher by Rs. 8.04 Crores and carrying value of Hedge Reserve would have been lower by Rs. 21.71 Crores. Our opinion is not qualifed in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

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 and with the returns received from branches not visited by us;

d. in our opinion, the Balance Sheet, Statement of profit and Loss, and Cash Flow Statement comply with the Accounting Standards notifed under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Afairs in respect of section 133 of the Companies Act, 2013 and Accounting Standard (AS) – 30 on ''Financial Instruments: Recognition and Measurement'' issued by the Institute of Chartered Accountants of India (ICAI);

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

ANNEXURETO THE AUDITORS'' REPORT Referred to in Paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date,

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

(b) As explained to us, the fixed assets have been physically verifed by the management during the year in accordance with a phased programme of verifcation, which in our opinion provides for physical verifcation of all the fixed assets at reasonable intervals. We are informed that no material discrepancies were noticed on such verifcation.

(c) In our opinion and as per the information and explanations given to us, the Company has not made any substantial disposal of fixed assets during the year and going concern status of the Company is not afected.

(ii) (a) As explained to us, the inventory has been physically verifed during the year by the management. In our opinion, the frequency of verifcation is reasonable.

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

(c) The Company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on verifcation between the physical stocks and the book records were not material having regard to the size of the Company, and the same have been properly dealt with.

(iii) The Company has not granted/taken any loans secured or unsecured to/from Companies, frms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, requirement of clauses (iii,b), (iii,c), (iii,d), (iii,e), (iii,f) and (iii,g) of paragraph 4 of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that there were no contracts or arrangements that need to be entered in the Register maintained under section 301 of the Companies Act, 1956. Consequently, requirement of clauses (v,a) and (v,b) of paragraph 4 of the order are not 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 Act and rules framed thereunder. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(viii) We have broadly reviewed the books of accounts relating to materials, labour and other items of cost 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 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not however made a detailed examination of these records with a view to determine whether they are accurate and complete.

(ix) (a) The Company is generally regular in depositing with appropriate authorities 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 applicable to it.

(b) There are no undisputed amounts outstanding as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) Following amounts have not been deposited as on March 31, 2014 on account of any dispute :

Nature of Statute Nature of the dues Rs. in Crores Period to which the amount relates

Sales Tax Act Sales Tax 11.51 1998-1999, 2002-2003, 2003-2004,2004-2005, 2005-2006, 2007-2008

0.05 2002-2003, 2003-2004 2.23 2006-2007

0.90 2006-2007

Central Excise Act Excise Duty 9.91 2000-2001, 2001-2002

3.53 2000-2001, 2001-2002, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2008-2009, 2009-2010

13.56 1999-2000, 2000-2001, 2008-2009

5.47 2000-2001, 2001-2002, 2002-2003

Nature of Statue Forum where matter is pending

Sales Tax Act High Court

Appellate Tribunal

Joint Commissioner Commercial Tax (Appeal )

Joint Commissioner Commercial Tax (Appeal )

Central Excise Act High Court

CESTAT

Supreme Court Tribunal

Nature of Statute Nature of the dues Rs. in Crores Period to which the amount relates

Customs Act Custom Duty 0.05 2005-2006, 2006-2007, 2007-08

0.72 1998-1999 to 2006-2007

Finance Act Service Tax 0.61 2004-2005, 2005-2006, 2006-2007, 2007-2008

0.05 2005-2006, 2006-2007

0.04 2004-2005, 2005-2006, 2006-2007, 2007-2008

Income Tax Act Fringe Benefit Tax 0.21 2005-2006

Income Tax (Rs. 36,592/-) 2004-2005



Nature of Statue Forum where matter is pending

Customs Act Joint Commissioner

CESTAT

Finance Act Additional Commissioner

Assistant Commissioner

Commissioner

Income Tax Act ITAT

CIT Appeal

(x) The Company has neither any accumulated losses nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

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

(xii) 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. Therefore, the provisions of clause (xiii) of paragraph 4 of the order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause (xiv) of paragraph 4 of the order are not applicable.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial Institutions are not prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the term loans obtained during the year were, prima facie, applied by the Company for the purpose for which they were obtained, other than temporary deployment pending application.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not prima facie, been used during the year for long-term investments.

(xviii) During the year, the Company has not made any preferential allotment of shares to persons covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us and the records examined by us, the Company has not issued any Secured Debentures during the year.

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

(xxi) Based upon the audit procedure performed by us and as per the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Sorab S. Engineer & Co.

Firm Registration No. 110417W

Chartered Accountants

CA. N. D. Anklesaria

Ahmedabad Partner

May 15, 2014 Membership No. 10250


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

Emphasis of Matter

As mentioned in Note No. 43 in respect of early adoption of Accounting Standard (AS) - 30 on ''Financial Instruments: Recognition and Measurement'' issued by the Institute of Chartered Accountants of India and the clarification issued on Application of AS 30, the Company has measured all its Financial Assets and Liabilities at their respective Fair Values or at Amortised Cost except for those items whose accounting treatment is covered by the existing accounting standards notified by Companies (Accounting Standard) Rules, 2006. Accordingly, the carrying amount of Long Term Borrowings would have been higher by Rs. 4.20 Crores and carrying value of Hedge Reserve would have been higher by Rs. 23.64 Crores. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

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 and with the returns received from branches not visited by us;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 and Accounting Standards (AS) - 30 on ''Financial Instruments: Recognition and Measurement'' issued by the Institute of Chartered Accountants of India (ICAI);

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

Re: ARVIND LIMITED

Referred to in Paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date,

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

(b) As explained to us, the fixed assets have been physically verified by the management during the year in accordance with a phased programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. We are informed that no material discrepancies were noticed on such verification.

(c) In our opinion and as per the information and explanations given to us, the Company has not made any substantial disposal of fixed assets during the year and going concern status of the Company is not affected.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the Company, and the same have been properly dealt with.

(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 Companies Act, 1956. Consequently, requirement of clauses (iii,b), (iii,c), (iii,d), (iii,e), (iii,f) and (iii,g) of paragraph 4 of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that there were no contracts or arrangements that need to be entered in the Register maintained under section 301 of the Companies Act, 1956. Consequently, requirement of clauses (v,a) and (v,b) of paragraph 4 of the order are not 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 Act and rules framed thereunder. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(viii) We have broadly reviewed the books of accounts relating to materials, labour and other items of cost 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 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not however made a detailed examination of these records with a view to determine whether they are accurate and complete.

(ix) (a) The Company is generally regular in depositing with appropriate authorities 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 applicable to it.

(b) There are no undisputed amounts outstanding as at March 31, 2013 for a period of more than six months from the date they became payable.

(c) Following amounts have not been deposited as on March 31, 2013 on account of any dispute :

Nature of Statute Nature ofthe dues Rs. in Crores

Sales Tax Act Sales Tax 11.51

0.05

2.23

0.90

Central Excise Act Excise Duty 9.91

3.05

9.18

5.47

Nature of Statute Period to which the amount relates Forum where matter is pending Sales Tax Act 1998-1999, 2002-2003, 2003-2004, High Court 2004-2005, 2005-2006, 2007-2008

2002-2003, 2003-2004 Appellate Tribunal

2006-2007 Joint Commissioner Commercial Tax (Appeal)

2006-2007 Joint Commissioner Commercial Tax (Appeal)

Central Excise Act 2000-2001, 2001-2002 High Court

2000-2001, 2001-2002, 2002-2003, CESTAT 2003-2004, 2005-2006, 2008-2009, 2009-2010

1999-2000, 2000-2001 Supreme Court

2000-2001, 2001-2002, 2002-2003 Tribunal

Nature of Statute Nature ofthe dues Rs. in Crores

Customs Act Custom Duty 0.05

0.72

Finance Act Service Tax 0.61

0.05

0.12

0.04

Income Tax Act Fringe Benefit Tax 0.21

Income Tax 13.97

Nature of Statute Period to which the amount relates Forum where matter is pending

Customs Act 2005-2006, 2006-2007, 2007-08 Joint Commissioner

1998-1999 to 2006-2007 CESTAT

2004-2005, 2005-2006, 2006-2007, Additional Commissioner 2007-2008

2005-2006, 2006-2007 Assistant Commissioner

2005-2006 CESTAT (Appeal)

2004-2005, 2005-2006, 2006-2007, Commissioner 2007-2008

Income Tax Act 2005-2006 ITAT

2003-2004, 2004-2005, 2005-2006 CIT Appeal

(x) The Company has neither any accumulated losses nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

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

(xii) 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. Therefore, the provisions of clause (xiii) of paragraph 4 of the order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause (xiv) of paragraph 4 of the order are not applicable.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial Institutions are not prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the term loans obtained during the year were, prima facie, applied by the Company for the purpose for which they were obtained, other than temporary deployment pending application.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not prima facie, been used during the year for long-term investments.

(xviii) During the year, the Company has not made any preferential allotment of shares to persons covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us and the records examined by us, the Company has not issued any Secured Debentures during the year.

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

(xxi) Based upon the audit procedure performed by us and as per the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Sorab S. Engineer & Co.

Firm Registration No. 110417W

Chartered Accountants

CA. N. D. Anklesaria

Ahmedabad Partner

May 16, 2013 Membership No. 10250


Mar 31, 2011

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management,as well as evaluatingthe 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 ("Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. As mentioned in Note No. 12 of Schedule 16 in respect of early adoption of Accounting Standard (AS) - 30 on 'Financial instruments: Recognition and Measurement' and Limited revision arising out of it in other Accounting Standards, issued by the Institute of Chartered Accountants of India, the Company has measured all its Financial Assets and Liabilities at their respective Fair Values or at Amortised Cost. Accordingly, AccountingStandard (AS) -13 on 'Accounting for Investments'and Accounting Standard (AS) -11 on 'The Effects of Changes in Foreign Exchange Rates' have been followed only for those transactions which are not within the scope of Accounting Standard (AS)-30. Had the Company followed (AS) - 11 and (AS) - 13 in their entirety, the carrying amount of nvestments, Secured Loans and Unsecured Loans would have been higher by Rs. 2.19 Crores, Rs. 2.41 Crores and Rs. 3.03 Crores respectively and carrying value of Hedge Reserve would have been lower by Rs.31.89 Crores respectively.

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

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

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

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

iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 and Accounting Standard (AS) - 30 on 'Financial Instruments: Recognition and Measurement' and Limited revision arising out of it in other Accounting Standard, issued by the Institute of Chartered Accountant sof India(ICAI)as mentioned in paragraph 4above;

v) On the basis of written representations received from the directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi) 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

(b) I n the case of the Profit and Loss Account, of the profit 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.

Annexure to the Auditors' Report Re: ARVIND LIMITED Referred to in Paragraph 3 of our Report of even date,

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

(b) As explained to us,the fixed assets have been physically verified by the management during the yearin accordance with aphased programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. We are informed that no material discrepancies were noticed on such verification.

(c) In our opinion and as per the information and explanations given to us, the Company has not made any substantial disposal of fixed assets during the year and going concern status of the Companyis not affected. (ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the Company, and the same have been properly dealt with.

(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 Companies Act, 1956. Consequently, requirement of clauses (iii, b), (iii, c), (iii, d), (iii, e), (iii,f) and (iii,g) of paragraph 4of theorderare not applicable.

(jv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regardto purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that there were no contracts or arrangements that need to be entered in the Register maintained underSection 301 of the Companies Act, 1956.

Consequently, requirement of clauses (v,a) and (v, b) of paragraph 4 of the orderare not 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 Act and rules framed there under. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other-Tribunal.

(vii) The Company has an internal audit system, which in our opinion, is commensurate with the size of the Company andthenature of its business.

(viii) We have broadly reviewedthe books of accounts relatingto materials, labour and other items of cost 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 and we are of the opinion that prim a facie the prescribed accounts and records have been madeand maintained. We have not however made a detailed examination of these records with a view to determine whether they are accurate and complete.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State I insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory duesapplicable to it.

Further since the Central Government has till date not prescribed the amount of cess payable under Section 44iAof the Companies Act,i956, we are not in a position to comment up on the regular it you other wise of the Company in depositing the same.

(b) There are no undisputed amounts outstanding as at March 31, 2011 for a period of more than six months from the date they became payable.

(c) Following amounts have not been deposited as on March 31, 2011 on account of any dispute:

Nature of Nature of Rs. in Period to which the Forum where Statute the dues Crores amount relates matter is pending

Sales Tax Act Sales Tax 9.15 1998-1999,2002-2003, High Court 2003-2004,2004-2005, 2005-2006

0.05 2002-2003,2003-2004 Appellate Tribunal

2.58 2006-2007 JCCT Appeal (VAT)

1.00 2006-2007 JCCT Appeal (CSV)

Central Excise Act Excise Duty 9.91 2000-2001,2001-2002 High Court

5.60 2000-2001,2001-2002, CESTAT 2002-2003,2003-2004, 2004-2005,2005-2006, 2008-2009

CustomsAct Custom Duty 0.05 2005-2006,2006-2007, Joint Commissioner 2007-2008

Finance Act Service Tax 0.44 2004-2005,2005-2006 Joint Commissioner

0.61 2004-2005,2005-2006, Additional

2006-2007,2007-2008 Commissioner

0.05 2005-2006 Assistant Commissioner

0.22 2004-2005,2005-2006, CESTAT 2006-2007,2007-2008, 2009-2010

Income Tax Act Fringe 0.42 2005-2006 ITAT

Benefit Tax 0.13 2006-2007 CITAppeal

(x) The Company has neither any accumulated losses nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

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

(xii) 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 There fore,the provisions of clause (xiii) of paragraph 4 of the orderare not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause (xiv) of paragraph 4 of the order are not applicable.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us,in our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial Institutions are not prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the term loans obtained during the year were, prima facie, applied by the Company for the purpose for which they were obtained, other than temporary deployment pending application.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not prima facie, been used during the year for long-term investments.

(xviii) During the year, the Company has not made any preferential allotment of shares to persons covered in the register maintained under Section 301 of the Act except 2,00,50,000 equity shares have been issued to Promoters/Promoter Group on conversion of warrants. According to the information and explanations given to us, the price at which the shares have been issued is not prejudicial to the interest of the Company.

(xix) According to the information and explanations given to us and the records examined by us, the Company has not issued any Secured Debentures during the year.

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

(xi) Based upon the audit procedure performed by us and as per the information and explanation sgiven to us, we reportthat no fraud on or by the Company has been noticed or reported during the course of our audit.

For SORABS. ENGINEER & CO.

Firm Registration No. 110417W

Chartered Accountants

CA. N. D. ANKLESARIA

Partner

Ahmedabad, May 20,2011 Membership No. 10250


Mar 31, 2010

1. We have audited the attached Balance Sheet of ARVIND LIMITED ("the Company"), as at March 31, 2010, the Profit and Loss Account and also the Cash Flow Statement of the Company for theyear ended on that date both annexed thereto. Thesefinancial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on ouraudit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management! as well as evaluatingthe 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 ("Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4and 5 ofthe said Order.

4. As mentioned in Note No. 15 of Schedule 18 in respect of early adoption of AccountingStandard(AS)-3oonFinanciallnstruments: Recognition and Measurement and Limited revision arising out of it in other Accounting Standards, issued by the Institute of Chartered Accountants of India, the Company has measured all its Financial Assets and Liabilities at their respective Fair Values or at Amortised Cost. Accordingly, Accounting Standard (AS) - 13 on Accounting for Investments and Accounting Standard (AS) -11 on The Effects of Changes in Foreign Exchange Rates have been followed only for those transactions which are not within the scope of Accounting Standard (AS) -30. Had the Company followed (AS) - 11 and (AS) - 13 in their entirety, the carrying amount of Investments, Secured Loans and Unsecured Loans would have been higher by Rs. 7-53 Crores, Rs. 1.27 Crores and Rs. 1.77 Crores respectively and carrying value of Hedge Reserve would have been lower by Rs. 33.29 Crores respectively

5. Further to our comments in the Annexure referred to above, we reportthat:

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 applicable accounting standards referred to in Sub-section (3C) of Section 211 ofthe Companies Act, 1956 and Accounting Standard (AS) -30 on Financial Instruments: Recognition and Measurement and Limited revision arising out of it in other Accounting Standard, issued by the Institute of Chartered Accountants of India (ICAI) as mentioned in paragraph 4above;

v) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of Clause® of sub-section (1) of Section 274 ofthe Companies Act,1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the informationrequiredbytheCompaniesAct,l956,inthe manner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India:

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

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

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

Annexure to the Auditors Report Re: ARVIND LIMITED

Referred to in Paragraph 3 of our Report of even date,

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

(b) As explained to us, the fixed assets have been physically verified by the management during the year in accordance with a phased programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. We are informed that no material discrepancies were noticed on such verification.

(c) In our opinion and as perthe information and explanations given to us, the Company has not made any substantial disposal of fixed assets during the year and going concern status ofthe Company is not affected.

(ii) (a) As explained to us, the inventory has been physically verified duringtheyear by the management. In our opinion, thefrequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. Asexplainedtous,thediscrepanciesnoticedonverification between the physical stocks and the book records were not material having regard to the size ofthe Company, and the same have been properly dealt with.

(iii) The Company has notgranted/taken any loans secured or unsecured to/from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

Consequently, requirement of Clauses (iii,b), (iii,c), (iii,d), (iii,e), (iii,f) and (iii,g) of paragraph 4oftheorderare notapplicable

(iv) In our opinion and accordingto the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. Duringthe course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that there were no contracts or arrangements that need to be entered in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, requirement of Clauses (v,a) and(v,b)ofparagraph4oftheorderare not applicable.

(vi) In our opinion and accordingto 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 Act and rules framed thereunder. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bankof IndiaoranyCourtorany other Tribunal.

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

(viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost 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 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not however made a detailed examination of these recordswithaviewtodeterminewhethertheyareaccurate and complete.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutoryduesapplicableto it. Further since the Central Government has till date not prescribed the amount of cess payable under Section 441A of the Companies Act, 1956, we are not in a position to commentupon the regularity or otherwise of the Company indepositingthesame

(b) There are no undisputed amounts outstanding as at March 3i,20ioforaperiodofmorethansixmonthsfromthedate they became payable.

(c) Followingamounts have not been deposited as on March 31, 2010 on account of any dispute:

Nature of Nature of Rs.in Period to which the Forum Where the Statute the dues Crores amount relates matter is pending

Sales Tax Sales Tax 9.15 1998-1999,2002-2003, Reference Act 2003-2004,2004-2005, with High 2005-2006 Court

0.05 2002-2003,2003-04 Appellate Tribunal

0.32 2000-2001 joint CST Appeal

Central Excise 0.11 2008-2009 1st Adjudi Excise Act Duty cation Authority

9.96 1996-1997,1997-1998, Commissioner 1998-1999,2005-2006 / Joint 2006-2007,2007-2008 Commissionar of Central Excise

0.16 2002-2003,2003-2004, Commissioner

2005-2006 Appeal

2.72 2004-2005.2005-2006 CESTAT

0.45 2002-2003,2003-2004 Reference with High Court



Service Service 1.04 2004-2005,2005-2006, CESTAT/ Tax Tax Joint Act 2006-2007,2007-2008 Commissioner /Additional Commissioner

IncomeTax IncomeTax 3.77 2004-2005,2005-2006, CIT Appeal

Act 2008-2009

Fringe 0.55 2005-2006,2006-2007 CIT Appeal Benefit Tax

(x) The Company has neither any accumulated losses nor has incurred any cash losses duringthefinancialyear covered by our audit and intheimmediatelyprecedingfinancialyear.

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

(xii) 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. Therefore, the provisions of Clause (xiii) of paragraph 4 oftheorderarenot applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of Clause (xiv) of paragraph 4 of the order are not applicable.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion,theterms and conditions on which the Company has given guarantees for loans taken by others from banks or financial Institutions are not prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and belief and according to the informationandexplanationsgiventous,inouropinion,theterm loans obtained during the year were, prima facie, applied by the Company for the purpose for which they were obtained, other thantemporarydeploymentpendingapplication.

(xvii) Accordingto the information and explanations given to us and on an overall examination of the balance sheet of the Company, we reportthat funds raised on short-term basis have not prima facie, been used duringtheyearfor long-term investments.

(xviii) During the year, the Company has not made any preferential allotmentofsharestopersonscoveredintheregistermaintained under Section 301 of the Act except 1,30,00,000 equity shares have been issued to Promoters/Promoter Group on conversion of warrants. According to the information and explanations given to us, the price at which the shares have been issued is not prejudicial to the interest of the Company.

(xix) According to the information and explanations given to us and the records examined by us, the Company has not issued any Secured Debentures during the year.

(xx) The Company has not raised any money by public issue duringthe year.

(xxi) Based upon the audit procedure performed by us and as per the information and explanations given to us, we reportthat no fraud on or by the Company has been noticed or reported duringthe course of ouraudit.



For SORABS. ENGINEER & CO.

Firm Registration No.H0417W Chartered Accountants

Ahmedabad CA. N. D. ANKLESARIA

May 29,2010 Partner

Membership No. 10250


Sep 30, 2001

We have audited the attached Balance Sheet of ARVIND PRODUCTS LIMITED, as at 30th September,2001 and also the annexed Profit & Loss Account of the Company for the period ended on that date and report that:

a. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988, issued fay the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto statement on the matters specified in paragraphs 4 and 5 of the said Order.

B. Further to our comments in the Annexure referred to in paragraph A above :

1. 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.

2. 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 the books.

3. The Balance Sheet and Profit & Loss Account, dealt with by the report. are in agreement with the books of account.

4. In our opinion, the Profits Loss Account and the Balance Sheet comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

5. On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the said Directors are disqualified as on 30th September,2001 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act,1956.

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

(a) in the case of the Balance Sheet of the state of the affairs of the Company as at 30th September, 2001 and

(b) in the case of the Profit & Loss Account of Loss for the period ended on that date.

Annexure to the Auditors Report Annexure referred to in paragraph A of the Auditors Report to the members of Arvind Products Limited on the accounts for the year ended 30th September, 2001.

1. The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets purchased. The fixed assets of the Company have been physically verified by the Management during the period and no serious discrepancies between the book records and physical inventory have been noticed.

2. There has been no revaluation of any of the fixed assets during the period.

3. Physical verification has been conducted by the management at reasonable periods, in. respect of finished goods, stores, spare-parts and raw materials.

4. In our opinion the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on verification between the physical stocks and the book records were not material.

6. in our opinion the valuation of stock Is fair and proper in accordance with normally accepted accounting principles and is on the same basis as in the preceding year.

7. The Company has taken unsecured loans from the Company listed in the register maintained under Section 301 of the Companies Act. 1956. The rate of interest and other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company. The Company has not taken any loans from the firms or other parties listed in the register maintained under Section 301 of the Companies Act. 1956 or from the companies under the same management as defined under sub-section (1B) of Section 370 of the Companies Act, 1956.

8. The Company has given loans to companies listed in the register maintained under Section 301 of the Companies Act, 1956. The rate of interest and other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company. The Company has not granted any loans to the firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 or to the companies under the same management as defined under sub-section (1B) of Section 370 of the Companies Act. 1956.

9. The Company has given loans to its employees who are repaying the principal amount and interest as stipulated.

The Company has also given loans to other companies. The interest is charged as stipulated. In absence of any stipulation regarding repayment of principal amount, ad hoc amount have been recovered during the period. The Company has given interest free loan to a Trust and Co-Operative Credit Society. There is no stipulation regarding repayment of principal amount of loan.

10. In our opinion and according to the information given to us, there is adequate interna! control procedure commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials, plant and machinery, equipment and other assets and for the sale of finished goods.

11. According to the information and explanations given to us, the transactions of purchase and sale of goods and materials made in pursuance of contracts or agreements entered in the register maintained under Section 301 of the Companies Act. 1956 aggregating during the period to Rs. 50,000/- or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices for such goods and materials or the prices at which transaction for similar goods have been made with other parties.

12. Unserviceable or damaged stores, raw materials and finished goods are determined by the Company and adequate provision has been made in the accounts for the loss so determined.

13. The Company has complied with the provisions of Section 58-A of the Companies Act. 1956 and Companies (Acceptance of Deposits) Rules 1975 with regard to the deposits accepted from the public.

14. in our opinion reasonable records have been maintained for sale and disposal of by-products and scrap.

15. In our opinion, the coverage of Interna! Audit functions carried out by firms of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

16. We have broadly reviewed books of account maintained by the Company pursuant to the notification of the Central Government for the maintenance of the cost records under Section 209(1 )(d) of the Companies Act. 1956 and on the basis of the information received, are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of these records with a view to determine whether they are accurate or complete.

17. Provident Fund and Employees State Insurance dues have been regularly deposited by the Company with the appropriate authority.

18. According to the information and explanations given to us, there are no undisputed amount payable in respect of Income tax, Wealth-tax, Sales- tax , Customs duty and Excise duty outstanding for a period of more than six months as at 30th September,2001 from the date they became payable.

19. According to the information and explanations given to us, no personal expenses have been charged to revenue account.

20. The Company is not a sick industrial company within the meaning of clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

21. in relation to trading activities of the Company, damaged goods have been determined and adequate provision for loss has been made in the accounts.

For SORAB S. ENGINEER & CO. Chartered Accountants

M.P. ANTIA Partner

Ahmedabad. 11th February, 2002


Mar 31, 2000

We have audited the attached Balance Sheet of ARVIND PRODUCTS LIMITED, as at 31 st March, 2000 and also the annexed Profit & Less Account of the Company for the year ended on that date and report that:

A. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988, issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto statement on the matters specified in paragraphs 4 and 5 of the said Order.

B. Further to our comments in the Annexure referred to in paragraph A above :

1. 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.

2. 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 the books.

3. The Balance Sheet and Profit & Loss Account, dealt with by the report, are in agreement with the books of account.

4. In our opinion, the Profit & Loss Account and the Balance Sheet comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

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

(a) in the case of the Balance Sheet of the state of the affairs of the Company as at 31 st March, 2000 and

(b) in the case of the Profit & Loss Account of Loss for the year ended on that date.

Annexure to the Auditors Report

Annexure referred to in paragraph A of the Auditors Report to the members of Arvind Products Limited on the accounts for the year ended 31st March, 2000.

1. The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets purchased. The fixed assets of the Company have been physically verified by the management during the year and no serious discrepancies between the book records and physical inventory have been noticed.

2. There has been no revaluation of any of the fixed assets during the year.

3. Physical verification has been conducted by the management at reasonable periods, in respect of finished goods, stores, spare- parts and raw materials.

4. In our opinion the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on verification between the physical stocks and the book records were not material.

6. In our opinion the valuation of stock is fair and proper in accordance with normally accepted accounting principles.

7. The Company has taken unsecured loans from the Company listed in the register maintained under Section 301 of the Companies Act, 1956. The rate of interest and other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company. The Company has not taken any loans from the firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 or from the companies under the same management as defined under sub-section (1B) of Section 370 of the Companies Act, 1956.

8. The Company has given loans to companies listed in the register maintained under Section 301 of the Companies Act, 1956. The rate of interest and other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company. The Company has not granted any loans to the firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 or to the companies under the same management as defined under sub-section (1B) of Section 3 7 0 of the Companies Act, 1956.

9. The Company has given loans to its employees who are repaying the principal amount and interest as stipulated.

The Company has also given loans to other companies. The interest is charged as stipulated. In absence of any stipulation regarding repayment of principal amount, ad hoc amount have been recovered during the year.

The Company has given interest free loan to a Trust and Co- operative Credit Society. There is no stipulation regarding repayment of principal amount of loan.

10. In our opinion and according to the information given to us, there is adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials, plant and machinery, equipment and other assets and for the sale of finished goods.

11. According to the information and explanations given to us, the transactions of purchase and sale of goods and materials made in pursuance of contracts or agreements entered in the register maintained under Section 301 of the Companies Act. 1956 aggregating during the year Rs. 50,000/- or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices for such goods and materials or the prices at which transaction for similar goods have been made with other parties.

12. Unserviceable or damaged stores, raw materials and finished goods are determined by the Company and adequate provision has been made in the accounts for the loss so determined.

13. The Company has complied with the provisions of Section 58-A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975 with regard to the deposits accepted from the public.

14. In our opinion reasonable records have been maintained for sale and disposal of byproducts and scrap.

15. In our opinion, the coverage of Internal Audit functions carried out by firms of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

16. We have broadly reviewed books of account maintained by the Company pursuant to the notification of the Central Government for the maintenance of the cost records under Section 209( 1 )(d) of the Companies Act, ! 956 and on the basis of the information received, are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of these records with a view to determine whether they are accurate or complete.

17. Provident Fund and Employees State Insurance dues have been regularly deposited by the Company with the appropriate authority.

18. According to the information and explanations given to us, there are no undisputed amount payable in respect of Income tax, Wealth-tax, Sales-tax, Customs duty and Excise duty outstanding for a period of more than six months as at 31 st March, 2000 from the date they became payable.

19. According to the information and explanations given to us, no personal expenses have been charged to revenue account.

20. The Company is not a sick industrial company within the meaning of clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

21. In relation to trading activities of the Company, damaged goods have been determined and adequate provision for loss has been made in the accounts.

For SORAB S. ENGINEER & CO. Chartered Accountants

M.P. ANTIA Partner

Ahmedabad, 29th June, 2000

 
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